TIDMSPA
RNS Number : 6001P
1Spatial Plc
11 June 2020
1Spatial plc (AIM: SPA)
("1Spatial", the "Company" or the "Group")
Final results for the year ended 31 January 2020
1Spatial, a global leader in providing Location Master Data
Management (LMDM) software and solutions, is pleased to announce
audited final results for the year ended 31 January 2020.
Group financial highlights
-- Revenue up 33% to GBP23.4m (FY19: GBP17.6m)
o GBP5.8m contribution from Geomap-Imagis ("GI"), acquired in
May 2019
o Organic Solutions revenue up 7% to GBP13.1m and on a LFL
basis*** up 12% to GBP13.1m
o Managed decline of existing GIS revenue to GBP4.5m (FY19:
GBP5.3m)
-- Recurring revenue grew by 30% to GBP9.6m representing 41% of
Group revenue (FY19: GBP7.4m, 42%), marginally lower as a
proportion of total revenue due to GI's lower proportion of
recurring revenues
o Solutions organic recurring revenue up 13% to GBP5.2m (FY19:
GBP4.6m)
o Embarked on a switch from perpetual to subscription or term
licencing, in order to increase revenue visibility
-- Adjusted* EBITDA up 167% at GBP3.2m (FY19: GBP1.2m) of which
GBP1m due to change in accounting for leases (IFRS 16)
-- Adjusted* EBITDA margin increased from 6.8% in FY19 to 9.4%
on a like-for-like basis in FY20 before the impact of IFRS 16
-- Operating loss reduced to GBP1.5m (FY19: GBP1.6m)
-- Overall loss for the year including discontinued operations
reduced to GBP1.5m (FY19: GBP1.7m)
-- Operating cash inflows (before strategic, integration and
other irregular items, interest and tax) increased to GBP0.8m
(FY19: GBP0.5m)
-- Cash and cash equivalents at year-end of GBP5.1m (FY19: GBP6.4m)
-- Cash and cash equivalents net of loans at year-end of GBP3.9m (FY19: GBP6.4m)
31 January 31 January Variance
2020 2019
GBPm GBPm %
Revenue 23.4 17.6 33%
Adjusted* EBITDA 3.2 1.2 167%
Adjusted* EBITDA before the impact
of IFRS 16 'Leases'** 2.2 1.2 83%
Operating loss (1.5) (1.6) (6%)
Loss after tax (1.5) (1.4) 7%
Revenue on a like-for-like ("LFL")
basis
Existing Solutions 13.1 12.3 7%
Existing GIS 4.5 5.3 (15%)
Acquisition (9 months) 5.8
Total revenue 23.4 17.6
----------- -----------
* Adjusted for strategic, integration, other irregular items and
the share-based payment charge
** Refer to reconciliation in CFO review, Results section
*** The prior year included GBP0.6m of revenue that did not
recur in the year ended 31 January 2020 as 1Spatial Inc. no longer
qualified as a Women-Owned Business. On a like-for-like basis, core
existing Solutions revenue is therefore up GBP1.4m, or 12%
Group operational highlights
-- Successful acquisition of Geomap-Imagis for a total
consideration of EUR7m in May 2019, immediately earnings enhancing
and strategically important; integration is progressing well,
including first cross-sale of 1Integrate
-- New customer wins in all geographies, including a pilot
project with the GLA in the UK, five State Departments of
Transportation in the USA, Greater Reims and SFR, the second
largest telecoms operator, in France and The Bureau of Meteorology
in Australia
-- Land and expand strategy driving continued expansion of
existing customer engagements, including Northern Gas Networks in
the UK, Google and the California Department of Transport in the
USA, and a large French water utility company
-- Increased R&D investment, with multiple new business
applications in development and the launch post year-end of our
cloud-portal, 1Data Gateway
-- Continued customer wins post year end, including a multi-year
contract with one of the HS2 suppliers in the UK for 1Data Gateway
and a four-year framework agreement with Seine Grands Lacs (the
Seine River Management Agency) in Paris and contract expansions
with a number of existing customers
Current Trading & Outlook
-- The Group has responded swiftly to COVID-19, moving to remote
working across all operations and supporting customers remotely
-- Trading in the new financial year has been in line with
management's expectations, with all existing customer
implementations and contracts progressing to plan and newly secured
contracts progressing as anticipated
-- The sales pipeline is healthy; however, as decision-making is
likely to be protracted in the current environment and the timing
of new sales hard to predict, the Group is withdrawing market
guidance for the current financial year until such time as
visibility improves
-- The Group has increased its access to funding from corporate
lenders by GBP1.8m (with a further GBP0.3m expected to be secured
in June 2020) as a precautionary measure to provide extra
comfort
-- The Group benefits from a diverse customer base, with little
exposure to the sectors currently most severely impacted by
COVID-19 and across multiple geographies, 41% of revenues are
recurring in nature and the Group has a strong order book of
contracted future revenue
-- The Board is confident the Group has the resources to
withstand the current challenging environment and is on the right
track to deliver sustainable growth at scale in the medium to
longer-term.
Commenting on the results, 1Spatial CEO, Claire Milverton
said:
"This has been a year of strategic delivery and progress at
1Spatial, marking the successful completion of our three-year
turnaround strategy and placing the Group on a strong footing to
capitalise on the growing demand for usable location-based data in
our target industries and geographic markets. The year has seen
good growth in our customer base, demonstrating the strength of our
offering and providing the opportunity for additional expansion of
these relationships in the year ahead.
"As we transition to a repeatable solutions provider, seeking to
unlock the value in location data, the potential to scale 1Spatial
through our technical innovation is clear. Key initiatives for the
year ahead will be to build a sales pipeline for our LMDM
solutions, continue to invest in innovation and explore further
partner opportunities to expand our market reach.
"We have a substantial order book of contracted future revenue,
a wide range of customers in stable industry segments and a strong
balance sheet. While the timing of new sales is hard to predict in
the current environment, we are confident we have the resources to
withstand the current challenges and are on the right track to
deliver sustainable growth at scale in the medium to
longer-term."
For further information, please contact:
1Spatial plc 01223 420 414
Claire Milverton / Nicole Payne
N+1 Singer 020 7496 3000
Shaun Dobson / Tom Salvesen /
Alex Bond
Alma PR 020 3405 0205
Caroline Forde/ Justine James/Harriet 1spatial@almapr.co.uk
Jackson
About 1Spatial plc
1Spatial plc is a global leader in providing Location Master
Data Management (LMDM) software and solutions, primarily to the
Government, Utilities and Transport sectors. Our global clients
include national mapping and land management agencies, utility
companies, transportation organisations, government and defence
departments.
Today - as location data from smartphones, the Internet of
Things and great lakes of commercial Big Data increasingly drive
commercial decision-making - our technology drives efficiency and
provides organisations with confidence in the data they use.
We unlock the value of location data by bringing together our
people, innovative solutions, industry knowledge and our extensive
customer base. We are striving to make the world more sustainable,
safer and smarter for the future. We believe the answers to
achieving these goals are held in data. Our 1Spatial Location
Master Data Management (LMDM) platform incorporating our 1Integrate
rules engine delivers powerful data solutions and focused business
applications on-premise, on-mobile and in the cloud. This ensures
data is current, complete, and consistent through the use of
automated processes and always based on the highest quality
information available.
1Spatial plc is AIM-listed, headquartered in Cambridge, UK, with
operations in the UK, Ireland, USA, France, Belgium, Tunisia and
Australia. For more information visit www.1spatial.com
Chairman's report
This has been a year of strategic delivery and progress at
1Spatial. Whilst the business has continued to execute on its core
growth strategy, securing new customers across all geographies and
expanding existing customer relationships, we have also embarked on
the switch from perpetual to term licensing. We have invested in
digital solutions with a strong bias towards SaaS, in order to
create a relevant product portfolio backed by meaningful long-term
recurring revenues. The management team have now successfully
completed the planned three-year turnaround strategy and, as we
look forward, 1Spatial has a market-leading set of products and is
on a strong footing to capitalise on the growing demand for usable
location-based data in our target industries and geographic
markets.
During this period, we also acquired Geomap-Imagis (GI) in May
2019. Based in France, this key acquisition was immediately
earnings enhancing, has given us a leading market share position in
France and, most importantly, gives our existing clients a route to
economically transfer to Esri-based technology (the global market
leading GIS technology), from which our new applications are built.
Through our enhanced partnership agreement signed with Esri Inc. in
the year, we have created the opportunity for substantial growth
over the coming years in our key area of focus - Location Master
Data Management (LMDM).
Financials
As in the prior year, our key financial objectives in FY20 were
to ensure improved profitability at adjusted* EBITDA level and
improved operating cash generation from continuing operations
(before strategic, integration and other irregular items). The
business also aimed to follow-through on key strategic initiatives,
such as the development of replicable data management solutions and
business applications, which should continue to drive revenue
growth in future financial years. The results for the year ended 31
January 2020 reflect the ongoing improvement in these metrics.
The Group delivered growth in revenues of 33% to GBP23.4m (FY19:
GBP17.6m), with an underlying organic revenue growth rate of 7% in
the core Solutions offering. This represented a good result, given
the particularly strong prior year and the Group's continuing
transition away from perpetual to subscription software licencing.
Recurring revenues grew 30% to GBP9.6m (FY19: GBP7.4m),
representing 41% of group revenue (FY19: 42%), providing strong
visibility for the Group as we progress in to FY21. Adjusted*
EBITDA increased by over 166% to GBP3.2m (FY19: GBP1.2m),
benefitting from a contribution from GI and GBP1.0m from the impact
of adopting IFRS 16 'Leases' which removes costs from EBITDA. Loss
after tax increased from GBP1.4m in FY19 to GBP1.5m, with overall
loss for the year reduced from GBP1.7m in FY19 to GBP1.5m. The
Group closed the financial year with a healthy cash and cash
equivalent balance of GBP5.1m (GBP3.9m net of loans) (31 January
2019: GBP6.4m cash and cash equivalents, with no loans).
Importantly, the Group was free cash flow positive in the second
half of the year, notwithstanding some delay in cash collection at
year end, and exceptional cash outgoings relating to the
acquisition and integration of GI, pointing to a positive
progression in this regard.
Board and corporate governance
Corporate governance is taken very seriously at 1Spatial and is
continually assessed. We have provided more information on this in
the Corporate Governance Report included in this Annual Report.
Peter Massey is Chair of the Remuneration Committee, Francis Small
is the Chair of the Audit Committee. I am Chair of the Nomination
Committee.
Our people
I would like to take this opportunity to thank our team for
their continued commitment throughout this year, and to welcome the
GI team who have integrated so effectively within the Group. The
growth of the business has undoubtedly been assisted by the
dedication of our staff, whilst the continued high level of renewal
and expansion of contracts is testament to the strength of our
product offering and customer relationships.
Despite the difficult period that the world has recently
entered, our team has worked tirelessly to continue to service our
customers and I am extremely grateful for everyone's effort and
ongoing support. Our priority at this time is to ensure the
wellbeing of our teams around the world, while continuing to
deliver outstanding support to our customers.
Looking forward
At the time of writing, the COVID-19 pandemic is affecting
people and businesses around the world and it is evident its impact
will be felt for quite some time. As a Board, we took swift action
in March 2020 to protect our teams, moving to remote working and
implementing our business continuity plans to ensure the safety of
our staff and the continued high levels of support for our
customers. We will continue to closely monitor the evolving
situation, the impact on our customers and people, and will respond
accordingly to safeguard the business and protect the interests of
all stakeholders over the longer term.
Looking forward, as 1Spatial transitions to a repeatable
solutions provider, seeking to unlock the value in location data,
the potential to scale 1Spatial through our technical innovation is
clear. We have a substantial backlog of contracted future revenue,
a wide range of customers in stable industry segments of
Government, Utilities and Transport and a strong balance sheet.
While the timing of new sales is hard to predict in the current
environment, I am confident we have the resources to withstand the
current challenges and are on the right track to deliver
sustainable growth at scale in the medium to longer-term.
Andy Roberts
Non-Executive Chairman
Strategic report
Our Market
1Spatial operates within the growing global market for
location-based software often referred to as the Geographic
Information System (GIS) or geospatial market. In May 2019,
industry research house, Allied Market Research, forecast the
global GIS market to reach $7.86 billion by 2025 from $3.24 billion
in 2017, growing at a CAGR of 11.8% from 2018 to 2025. The report
cited the development of smart cities, increased urban planning,
the rise in adoption of location-based software in facilities
management and growing adoption within transportation as the major
factors driving the growth in the global market. The adoption of
cloud and 3D software are also anticipated to drive growth in the
market.
The increased focus on efficiency and advancement of new
technologies, such as the Internet of Things, Mobile, Drones and
Lidar, is driving unprecedented growth in both the quantity of
location data and the need for applications to derive value from
it. It is an accepted fact now that approximately 80% of all data
has a location component to it. The variety of formats and
repositories of this data mean that much is currently unusable.
This growing business need means that GIS is becoming more
'mainstream' and an area of focus within the enterprise and across
government organisations.
Our Heritage and Competitive Positioning
Very few companies have the breadth of knowledge, the location
expertise and unique product solutions that 1Spatial offers.
The 1Spatial Location Master Data Management (LMDM) offering
includes data management solutions which can connect, cleanse and
integrate location data together with other data sources, and
business applications which can sit on top of GIS databases. This
capability ensures 1Spatial can unlock the value within all the
data, enabling our customers to provide a better service and save
money. The importance of location-based solutions and the
resilience of the data that underpins these solutions will become
an imperative for businesses and governments to provide the
services to their customers or citizens.
The forecast growth of the GIS market is attracting more
software providers into the market; however we believe very few
have a comparable heritage within location data, the breadth of
knowledge of the sector and the expertise. This growth of the
market landscape provides opportunities for us to partner with
organisations who have applications or customers, but do not have
the location data management skills necessary. Our close
relationship with Esri Inc., the global market leader in GIS
database software, also gives us additional credibility together
with enhanced reach and market visibility.
We focus on three industries where accuracy of location and
geospatial data are key: Government, Utilities and Transport. This
focus spans across four geographic markets: the UK & Ireland,
USA, Europe, and Australia. Additional market drivers in the USA
include a renewed focus across the government and transportation
sectors on data governance, where 1Spatial has strong credentials
with 1Integrate. We are unlocking growth opportunities in the
European markets through our strengthening allegiance with Esri
Inc. and partnership with Esri France, to jointly market to the
local government sector.
Our Vision
We are striving to make the world more sustainable, safer and
smarter for the future. We believe the answers to achieving these
goals are held in data. At 1Spatial, we are committed to working
with our customers, to unlock the value of their data and create a
smarter world.
Our vision is to be leaders in the provision of Location Master
Data Management solutions (LMDM). LMDM describes data management
solutions and services that cleanse, match and integrate data,
flowing through into specialised business applications targeted to
specific industries. Our product offering includes automated data
cleansing and verification solutions (1Integrate) together with
business applications that deliver real value from that data (e.g.
1Water, Automated Schematics Generation for utility networks, or
U.S. Highways Performance Management Systems). Our customers use
these solutions via a range of delivery mechanisms, including our
LMDM cloud platform which incorporates our new portal, 1Data
Gateway.
Our Strategy
We help customers make better business decisions and move
forward to a smarter world, by unlocking the value of location
data.
We unlock the value of their location data by bringing together
our people, innovative solutions, our industry knowledge and our
extensive customer base.
Our talented people work collaboratively with customers and
partners to build innovative data management solutions and business
applications in our target industries and geographic markets:
- Government, Utilities and Transport
- UK & Ireland, USA, Europe & Australia
Growth Strategy: Three Strategic Pillars
We are building our highly scalable business on three
pillars:
1. Innovation
Innovation lies at the heart of 1Spatial. We have been at the
forefront of providing software to manage location data for over 50
years. We help organisations build strong location data
infrastructures, leading to better business decisions. We do this
using our automated, rules-based approach to data validation,
integration and enhancement.
Our three areas of innovation are:
-- Data Management Solutions - 1Integrate: We will enhance our
core 1integrate rules engine, using new technologies to improve our
competitive positioning through increased data management
-- Business Applications: We will develop and bring to market
powerful business applications, developed to meet our customer
needs. We will focus our efforts on the sectors in which we have
extensive domain expertise and proven competitive advantage.
-- Cloud platform: We will deliver our business applications
quickly and efficiently. We are developing a scalable multi-tenant
cloud platform, which will provide customers access to turn-key
versions of our business applications.
2. Customer Relationships
We will grow our customer base and strengthen customer
relationships. We want to be our customers' strategic partner and
trusted advisor in Location Master Data Management in our chosen
industries and geographies.
-- We will leverage our customer relationships to identify
business problems and develop business applications to solve
them.
-- We will be first to market with innovative solutions for
wide-scale business problems within our target markets.
-- We will use our sector specific business applications to
secure new customers and expand our engagements through the
cross-sell of additional solutions, 1Integrate and business
applications.
3. Smart Partnerships
We will use smart partnerships to extend our market reach,
providing additional scale to our capabilities.
-- We will partner with major technology consultancies and GIS
providers in complex customer programmes. Our powerful rules
engine, 1Integrate, will provide the data cleansing and automation,
allowing the software components of the programmes to communicate
with each other.
-- We will collaborate with software platform providers, such as
Esri Inc.. We will enhance the value of their technology in their
platforms through the development of pre-built business
applications.
-- We will partner with other organisations to enter adjacent
industry verticals, where our location data expertise can combine
with their domain expertise.
We will consider strategic and bolt-on acquisitions to
complement our organic growth.
CEO review
At the heart of 1Spatial lies a long history of innovation
within the location data management industry. We are using this
history, expertise and skill to develop relevant and repeatable
software applications, targeted to specific industries, where
accurate and interpretable location data is key. The 13% organic
growth rate for recurring revenues (FY19: 10%) within our core
Solutions offering in the year demonstrates that we have the right
strategy in place.
The year has seen good growth in our customer base,
demonstrating the strength of our offering and providing the
opportunity for additional expansion of these relationships in the
year ahead. We have seen the expansion of existing customer
accounts, as we assist customers in their location-based business
challenges. We have increased R&D investment in the year;
enhancing our core 1Integrate rules engine, developing repeatable
business applications targeted for specific industries, and
continuing the development of our cloud-based LMDM platform.
Completion of three-year turnaround strategy
This year marked the successful conclusion of the three-year
turnaround strategy mapped out in 2017. As well as growing customer
traction, the Group now has a strengthened financial position,
having grown our recurring revenue base, delivered growth in
adjusted* EBITDA, and moved into a free cash flow positive position
in the second half of FY20.
We have a far broader number of clients across both industries
and geographies, providing us with a strong basis for revenue
growth in future years. The USA in particular has shown excellent
growth, with Solutions customer numbers increasing from just three
in 2015, to over 30, confirming the logic behind our strategic
focus and the significant potential we see in this market.
The successful acquisition and integration of Geomap-Imagis
during the year has aligned our French operation with the Group
strategy as well as bringing us closer to Esri Inc., the global
market leader in GIS technology. These initiatives have increased
new customer wins and cross-selling to existing customers in France
in the second half of the year and we have been delighted by how
well the two French teams have combined.
We have reorganised our customer account management and sales
teams across the Group into teams targeting the Government,
Utilities and Transport sectors and as a result we are now much
closer to our customers. We consistently receive outstanding
customer feedback, as demonstrated by the repeat business we
secure.
As we embark on the next phase of our growth strategy, with
innovation and scalability at its core, we do so from a
considerably strengthened financial and operational position.
FY20 Strategic review
We have made solid progress in the year against our
strategy.
1. Innovation
Data Management Solutions - 1Integrate
We have continued to develop 1Integrate, our market-leading
rules engine for location data management including support for
Google Big Query and 1Data Gateway. It is being extended to include
full 3D data within its validation and enhancement capabilities,
which will continue through 2020. This will be particularly
relevant for facilities management solutions, a potential
additional sector for the Group. We also started enhancing its
capabilities in order to underpin the creation of an elastically
scalable multi-tenancy cloud platform.
Business Applications
During the year we started development on a number of new
business applications including 1Water for water network
management, being rolled out in France initially but applicable
globally; Automatic Schematic Generation for the utilities sector,
applicable globally; Traffic Management Plan Automation to be
launched in the UK market, RealWorld4D for the construction and
facilities management sectors globally and two mobile applications
to sit on our Mobile platform, LMAP. Development of all these
applications will continue in FY21.
Cloud platform
Alongside the continued development of repeatable business
applications, we are developing a scalable multi-tenant cloud
platform for Location Master Data Management. The platform will
incorporate our 1Integrate rules engine and a user portal to enable
access 'plug and play' versions of our business applications. We
anticipate the ease of use of the platform will reduce barriers to
customer sales and the inherently flexible nature of the cloud
technology will increase our ability to scale.
Our approach to development of the platform is to gradually add
capabilities to deal with the requirement for an elastically
scalable and multi-tenancy platform. 1Spatial products such as
1Integrate were designed from the ground up to be web-based and
scalable and the focus now is to enhance the data access,
monitoring, control and isolation capabilities to allow many
customers to use the same instance. This programme will continue
through 2020 and 2021 and will allow many customers and many
different rules-based business applications to be delivered from a
single platform rather than independent platforms. Development work
on the platform has progressed well in the year, including enabling
data access from Esri Feature services, upgrading to the latest
platform versions and improving the logging mechanism for
operational monitoring.
The key initiative for FY20 was the development and launch of
the platform's user portal, 1Data Gateway. An initial prototype
version was tested during the year, with full launch in March 2020,
post year-end.
1Data Gateway is a portal for accessing the 1Integrate rules
engine, meaning our renowned rules-based approach to managing data
can now be made available by our customers to their external
suppliers of data. There is a real need in the market for
organisations to make use of data from different sources, but it is
key that this data is quality checked before being submitted to
their own authoritative datasets. For organisations dealing with
complex and varied supply chains, 1Data Gateway ensures data is
checked at source. The portal centralises the management of
suppliers, partners and rules to create a collaborative approach,
promoting efficiency in data capture and submission across the
supply chain. One of the first Apps built for the 1Data Gateway
Portal is for Supply Chain Management.
Customers already using 1Data Gateway include suppliers within
the UK's HS2 high speed rail line construction project and certain
US State Departments of Transportation.
2. Customer Relationships
We continued to strengthen our relationships with customers
through the year, holding multiple customer focused events, such as
our Smarter Data, Smarter World Conference in November which saw
representatives from over 100 companies gather to hear
presentations and attend workshops on how organisations are
innovating, automating and collaborating with location data. We ran
webinars and spoke at industry events throughout the year, across
all our geographic markets. Our account management teams are sector
focussed to ensure best domain expertise and on our larger
customers we carry out major planning workshops to identify how
further developments could support their needs.
The success of our customer focus, combined with ongoing
transition to term licencing, can be seen in the 13% organic
revenue growth of our Solutions offering, compared to 10% in the
previous year, driven both by new customer wins and expansion of
existing customer accounts.
Land & Expand
The Group delivered a healthy number of new customer wins in the
year across all regions, including 19 strategic wins within our
LMDM offering, with the USA performing particularly well. Following
these new customer wins and the addition of Geomap-Imagis, we have
approximately 1,000 customers across the Group, providing a strong
basis for future expansion. Solutions most in demand in the year
were data management and 1Integrate in the USA and the UK,
Utilities and Urban Planning Esri-based business applications in
France and Europe. New clients added in the year included five
State Departments of Transportation and the State of Maine
Emergency Services Communication Bureau in the USA, a pilot project
with the Greater London Authority in the UK, Greater Reims and SFR,
the second largest telecoms operator in France and The Bureau of
Meteorology in Australia.
The Group secured multiple customer expansion contracts in the
year, with notable expansions including Northern Gas Networks in
the UK, Google in the US, the California Department of Transport in
the US, and a large French water company, an example of the
cross-sale of 1Integrate following the GI acquisition. Several of
these contracts are related to product innovation, which will
result, in time, in the launch of new business applications. Our
longstanding customers, such as Ordnance Survey, Ordnance Survey
Ireland, the Rural Payments Agency and Engie (France), have also
continued to expand the solutions and services we provide.
3. Smart Partnerships
We made good progress in the year adding or strengthening
partnerships in each of our three areas of focus to extend our
market reach.
These included alliances with IT provider Neueda in Northern
Ireland, to collaborate on large IT programmes, through whom we
will supply location data management solutions to the Department of
Agriculture, Environment and Rural Affairs in Northern Ireland
(DAERA) and other opportunities; Michael Baker International in the
US, embedding 1Integrate into the Michael Baker DataMark platform
to enter the 911 Emergency Services sector with good levels of
initial sales to DataMark customers; and a new partnership
agreement with Esri Inc, described in more detail below.
Agreement with Esri Inc.
In May 2019, we were delighted to announce a new partnership
agreement with Esri Inc., enabling 1Spatial Europe's existing
clients, should they wish, to migrate to an Esri platform while
remaining retained customers of the Group. The terms of Partnership
Agreement also provide for training for the 1Spatial team on the
Esri software products, in order to facilitate the smooth migration
of existing clients. The migration of 1Spatial Europe customers
will enable the division to redirect its focus to the development
of specific sector business applications, assisted and accelerated
through the addition of Geomap-Imagis. The first customers have
commenced migration. In recent months, Esri has collaborated with
1Spatial France on the marketing of the 1Water business
application, with a positive initial response from the market.
Integration of Geomap-Imagis
Following the acquisition of Geomap-Imagis in May 2019, the
integration process is now substantially complete, with a few
outstanding matters, such as the legal merger, to be completed once
the COVID-19 situation has lifted. The merits of the deal are
clear. New orders currently amount to around EUR500k per month to
both new and existing clients, excluding support and maintenance
renewals and the first cross-sale of 1Integrate, and this is
supported by a strong and growing pipeline of opportunities, with
further contracts secured after the year-end.
The two French teams have come together, with all teams
integrated and working to common goals and practices, selling
across the entire portfolio. We have also been pleased with the
Tunisian development and data-digitisation team, which are proving
to be a valuable addition to the Group. The combined French team
participated in our Global Sales Kick-off at the start of the new
financial year and 1Data Gateway is now being seeded into the
French market. The value of the development work taking place in
France is evident in two of our most promising Business
Applications, 1Water and RealWorld4D, both of which we believe have
global applicability.
We will continue to identify strategic and bolt-on acquisitions
to complement our organic growth.
Strategic priorities for the year ahead
Key initiatives for the year ahead will be to build a sales
pipeline for our LMDM solutions, continue to productise our data
management solutions and business applications, enhance 1Integrate,
develop our cloud-based LMDM platform and explore further partner
opportunities to expand our market reach. We started the current
year with two exciting developments in the evolution of our core
products with the launch of 1Data Gateway and a new release of the
core 1Integrate product. Together they should help revolutionise
the way our customers manage and achieve insights from their
location-based data.
Our financial goals will be to increase annual recurring revenue
as a proportion of Group revenue and continue our trajectory over
the long-term towards increased profitability at adjusted* EBITDA
level and cash generation.
COVID-19, Current Trading & Outlook
Coronavirus (COVID-19) continues to have an unprecedented impact
globally and our business continuity plans remain robust. All sites
have moved to remote working, in line with government guidelines
and we are grateful for the fantastic response from the whole
1Spatial team all over the world who are rallying to ensure we
maintain business as usual, continuing to provide outstanding
support to our customers. The teams have shown extraordinary
ingenuity and commitment, really stepping up in this challenging
time, for which I and the Board thank them wholeheartedly. As a
Group we will be guided by the advice of governments across our
territories on maintaining measures to protect our employees as the
social distancing restrictions are adjusted.
Trading in the new financial year has begun in line with
management's expectations, with all existing customer
implementations and contracts progressing to plan and newly secured
contracts progressing as anticipated. We have signed contracts
across all our geographies, including a multi-year contract with
one of the HS2 suppliers in the UK for 1Data Gateway, a four-year
framework agreement with Seine Grands Lacs (the Seine River
Management Agency) in Paris and expanded our contracts with a
number of existing customers.
-Our sales pipeline is healthy; however, decision-making is
likely to be protracted in the current environment and the timing
of new sales hard to predict. Given the uncertainty as to the
timing of new sales, the Group is withdrawing guidance for the
current financial year, until such time as visibility on pipeline
conversion improves.
We have increased our access to funding from our corporate
lenders by GBP1.8m (with a further GBP0.3m expected to be secured
in June 2020) as a precautionary measure to provide extra resources
should we enter a protracted period of uncertainty. We have reduced
expenditure through the deferment of pay-rises and reduction in ad
hoc spend and we maintain a tight control of costs. If we were to
see a slow-down in our customer win rate and activities, we would
take appropriate action.
Notwithstanding the current environment, 1Spatial has evolved as
a resilient business with a solid platform for further growth once
the current challenges of COVID-19 have lessened. We will continue
to invest in the development of repeatable data management
solutions and business applications, seeking to increase our
recurring revenues and the scalability of our offering and ensure
we are in a strong position to capitalise on the growing demand for
usable location-based data.
With our software supporting mission critical operations at many
of our customers, our growing levels of recurring revenue and our
strong backlog of contracted future revenue, we believe our
business to be well positioned to withstand this difficult period
and while the timing of new sales in the short-term is hard to
predict, look to the future of the Group with confidence.
Claire Milverton
Chief Executive Officer
CFO review
The financial performance in the year bears out our focus on the
core Solutions offering and the successful integration of
Geomap-Imagis, with improvements in revenues and adjusted* EBITDA,
and operating cashflows generated before strategic, integration and
other irregular items, interest and tax. Revenues increased by 33%
to GBP23.4m (FY19: GBP17.6m), adjusted* EBITDA increased from
GBP1.2m to GBP3.2m (or GBP2.2m after IFRS 16 on a LFL basis) and
the Group generated operating cash inflows in the year of GBP0.8m,
before strategic, integration and other irregular items, interest
and tax, ending the year with a closing cash and cash equivalents
balance of GBP5.1m (GBP3.9m net of debt).
Results
2020 2019
GBPm GBPm
Continuing operations
Revenue 23.4 17.6
Cost of sales (11.1) (8.4)
------- ------
Gross profit 12.3 9.2
Gross profit % 53% 52%
Administrative expenses (like-for-like,
before IFRS 16) (8.5) (8.0)
Administrative expenses (GI, before IFRS
16) (1.6) -
------- ------
Adjusted* EBITDA (before IFRS 16) 2.2 1.2
Impact of IFRS 16 'Leases' 1.0 -
------- ------
Adjusted* EBITDA (after IFRS 16) 3.2 1.2
------- ------
Operating loss (1.5) (1.6)
------- ------
Loss before tax (1.7) (1.8)
------- ------
Loss after tax (1.5) (1.4)
------- ------
Discontinued operations
Loss after tax - (0.3)
------- ------
All operations
Loss after tax (1.5) (1.7)
------- ------
*Adjusted for strategic, integration, other irregular items and
the share-based payment charge
Revenue
Revenue includes the provision of software and services for the
management of location-based data, as well as a number of recurring
revenue contracts from large customers with well-established
relationships.
31 January 31 January Variance Variance
Revenue on a like-for-like ("LFL") 2020 2019
basis
GBPm GBPm GBPm %
Existing Solutions 13.1 12.3 0.8 7%
Existing GIS 4.5 5.3 (0.8) (15%)
Acquisition (9 months) 5.8
Total revenue 23.4 17.6
----------- ----------- ---------
Core existing Solutions revenue grew 7% to GBP13.1m. The prior
year included GBP0.6m of revenue that did not recur in the year
ended 31 January 2020 as 1Spatial Inc. no longer qualified as a
Women-Owned Business. On a like-for-like basis, core existing
Solutions revenue is therefore up GBP1.4m, or 12%. This was a
strong performance given our transition in the UK and USA to
subscription licensing rather than perpetual licensing, which
pushes revenue into future years. In addition, the prior year had
benefitted from GBP2.7m revenue from one infrastructure client,
which is down to GBP0.9m this year, leaving the Group more
diversified.
Revenue from our existing GIS offering decreased in line with
management expectations to GBP4.5m, as we convert this revenue to
Solutions revenue in future years by migrating these customers to
the Esri platform and technology.
The addition of Geomap-Imagis for 9 months added GBP5.8m to
revenues.
The revenue split by type, and movement in the year from
Geomap-Imagis ("GI"), the Solutions and GIS offerings is as
follows:
2020 2019 Movement in the year
Total Total GI Solutions GIS Total variance
GBPm % GBPm % GBPm GBPm GBPm GBPm %
Recurring revenue
comprising: 9.6 41% 7.4 42% 1.9 0.6 (0.3) 2.2 30%
- subscription licences 1.0 4% 0.4 2% - 0.5 0.1 0.6 150%
- support & maintenance:
own 7.0 30% 5.7 33% 1.9 (0.1) (0.5) 1.3 23%
- support & maintenance:
3(rd) -party 1.6 7% 1.3 7% - 0.2 0.1 0.3 23%
Services 10.0 43% 7.8 44% 3.1 (0.3) (0.6) 2.2 28%
Perpetual licences:
3(rd) -party 2.4 10% 1.2 7% 0.2 1.0 - 1.2 100%
Perpetual licences:
own 1.4 6% 1.2 7% 0.6 (0.5) 0.1 0.2 17%
------ ------ ----- ---------- ------ ------ ---------
Total 23.4 17.6 5.8 0.8 (0.8) 5.8 33%
Recurring revenue, consisting of subscription licences and
support and maintenance revenue, increased 30% in the year to
GBP9.6m (FY19: GBP7.4m) with the inclusion of GBP1.9m GI revenues,
a GBP0.3m managed decline in GIS support and maintenance revenues,
and an increase in Solutions recurring revenues of GBP0.6m (13%).
GBP0.5m of the GBP0.6m increase in Solutions recurring revenues
relates to subscription licences alone (a 125% increase),
representing the significant contribution from the USA which more
than doubled its subscriptions revenue from GBP0.4m to GBP0.9m.
Third-party support and maintenance revenues increased GBP0.3m or
23%, with GBP0.1m increases each in the UK and Australia (in the
Solutions offering) and a further GBP0.1m in the GIS offering. GI
has a slightly lower proportion of recurring revenue to the
existing Group business, meaning that while recurring revenues have
grown overall, they currently represent 41% (FY19: 42%) of Group
revenue.
Service revenues increased 28% to GBP10m (FY19: GBP7.8m) with
the inclusion of GBP3.1m of GI revenues and a GBP0.6m decline in
GIS services revenues, while Solutions services revenues are down
5% to GBP5.5m, partly due to the decrease in the single
infrastructure client revenue (mentioned earlier in this
review).
Third-party (perpetual) licence revenues in the year doubled, by
GBP1.2m (GBP1m in Solutions and the remainder in GI) with some
major utility customer wins in the year, providing additional
presence in these customer accounts to expand into them with our
own solutions.
1Spatial's own perpetual licence revenue increased to GBP1.4m
(FY19: GBP1.2m) with a GBP0.6m increase in GI licence revenue
offset by a GBP0.5m decrease in the rest of the Solutions offering,
as we progress with changing our own licence business model from
perpetual to subscription (term), to build a business based on
high-quality, predictable revenue and monetise our software over
the long-term. Perpetual licencing in the French and Belgian
territories has historically been seen as a preferable way to
procure and all of our perpetual licencing in the year arose in
this territory and from the acquisition Geomap-Imagis. We
anticipate that these countries will start to align to other
territory licencing practices and all our future innovations will
be sold on a subscription basis.
Gross profit
The gross profit percentage for the year is up slightly on the
prior year, from 52% to 53%, reflecting the improved margins from
the Solutions offering (predominantly in the USA) and from GI which
offset the decreased margins in the GIS offering.
Administrative expenses
During the year, the Group adopted IFRS 16 'Leases' which
requires lessees to bring most of their leases that were previously
operating leases on balance sheet. IFRS 16 also changes adjusted*
EBITDA in FY20 as the cost of leases in the scope of IFRS 16 are
now presented in the depreciation and finance cost charges in the
consolidated statement of comprehensive income instead of in
administrative expenses. The Group adopted IFRS 16 using the
modified retrospective approach from 1 February 2019 so has not
restated comparatives for the prior year ended 31 January 2019 as
permitted under the specific transition provisions in the
standard.
Accordingly, administrative expenses in the table under the
Results section above have been presented on a like-for-like basis,
before the application of IFRS 16, showing the impact of this
presentational change (GBP1m) separately. Administrative expenses
have also been split between costs related to the existing business
(up 6% in the year to GBP8.5m) and the costs related to GI
(GBP1.6m).
Adjusted* EBITDA
Overall, adjusted* EBITDA in the year was GBP3.2m after the
benefit of GBP1m of IFRS 16 'Leases' presentation adjustments. On a
like-for-like basis (without this benefit), adjusted* EBITDA
increased 83% to GBP2.2m and the main contributor to this was the
earnings from the Geomap-Imagis acquisition (GBP2.1m). The core
Solutions adjusted* EBITDA decreased in the year, reflecting the
investment in the year into increased technical capabilities and
people to support future expansion.
The Group's adjusted* EBITDA margin in the year was 9% (FY19:
7%) on a like-for-like basis before the benefit of the IFRS 16
presentation adjustment. As we build and sell more repeatable
solutions including business applications, we anticipate that this
margin will improve.
Overall result for the year
The resulting overall loss after tax from continuing operations
has increased to GBP1.5m (FY19: GBP1.4m loss). There is no loss
from discontinued operations as last year saw the tail end of the
discontinued operations' activity, and the resulting loss from all
operations has reduced from a GBP1.7m loss last year (including a
GBP0.3m loss on discontinued operations) to a GBP1.5m loss this
year.
2020 2019
GBPm GBPm
Adjusted* EBITDA 3.2 1.2
Depreciation (0.1) (0.1)
Lease depreciation (0.9) -
Amortisation and impairment of intangible
assets (2.2) (1.8)
Share-based payment charge (0.4) (0.2)
Strategic, integration and other irregular
items (1.2) (0.7)
Operating loss (1.5) (1.6)
Net finance cost (0.2) (0.2)
Loss before tax (1.7) (1.8)
Tax 0.2 0.4
------ ------
Loss for the year - continuing operations (1.5) (1.4)
Loss for the year - discontinued operations - (0.3)
------ ------
Result for the year (1.5) (1.7)
------ ------
* Adjusted EBITDA is stated net of certain strategic,
integration, other irregular items and the share-based payment
charge. See note 4 to the Annual Report for further
information.
Depreciation
Depreciation charges comprise both the depreciation of the IFRS
16 right of use assets (GBP0.9m) and the depreciation of other
property, plant and equipment (GBP0.1m - up in the year with the
inclusion of GI).
Amortisation and impairment of intangible assets
The most significant line item in the classifications below
adjusted* EBITDA is the amortisation and impairment of intangible
assets. GBP2.1m relates to amortisation (FY19: GBP1.8m), there was
an impairment of GBP0.1m in the current year (none in the prior
year) and no impairment reversals in either of the current or prior
years. The movement in the year stems predominantly from the
amortisation of new acquired intangibles following the acquisition
of GI in the year.
Share-based payment charge
The share-based payment charge represents the 'non-cash' charge
under IFRS 2 attributable to the issuance of share options under
the employee share plan implemented in the prior financial year.
The near doubling of the charge this year is mostly a function of
the plan being implemented in the second half of the prior
financial year.
Strategic, integration and other irregular items
Given the Group's involvement in corporate transactions, it
incurs irregular costs that affect the overall underlying results
of the business. Where possible the Group seeks to separate these
out along with any other irregular items that the Board believe
should be shown separately in this category.
Costs of GBP0.2m in relation to the acquisition of the
Geomap-Imagis Group comprise due diligence fees and related costs.
Redundancies of GBP0.4m were incurred to remove duplicate roles
across the pooled resources of the enlarged group, ensuring that
the appropriate technological and other skills in the team
remaining are aligned with the Group's strategy. Costs of GBP0.6m
were incurred in relation to the integration of the Geomap-Imagis
Group and comprise advisory fees to support the integration and
commence the merger of the enlarged French group.
Net finance cost
Net finance costs in the year to 31 January 2020 include charges
in relation to the IFRS 16 presentation adjustment.
Tax
The tax credit for the Group is GBP0.2m (FY19: GBP0.4m). Last
year's credit includes two years' worth of R&D tax credits in
relation to the FY18 and FY19 years, whereas the current year
includes just the FY20 R&D tax credit.
Loss for the year from discontinued operations
There are no discontinued operations in the current year.
Statement of financial position
We have a solid balance sheet at 31 January 2020 with GBP5.1m of
cash and cash equivalents. Since 1 February 2020, the Group has
gained access to additional financing totalling GBP1.8m and a
further GBP0.3m of financing is due to be received in June
2020.
Non-current assets
Intangible assets including goodwill
Goodwill and intangible assets increased by GBP5.4m in the year
to GBP15.6m. GBP4.9m of the increase arises on the acquisition of
Geomap-Imagis (goodwill of GBP1.3m, acquired intangibles of GBP4.2m
and amortisation of GBP0.6m). Additions to capitalised development
costs of GBP2.2m net against amortisation charges of GBP1.2m and
impairment charges of GBP0.1m.
Property, plant and equipment
Property, plant and equipment is up GBP0.1m on the prior year.
Geomap-Imagis' net carrying amount on acquisition is GBP0.1m, along
with GBP0.1m of additions offset by GBP0.1m of depreciation
charges.
Right-of-use assets
On adoption of IFRS 16 'Leases', the group recognised GBP1.7m of
lease assets in relation to leases which had previously been
classified as 'operating leases' under the principles of IAS 17
Leases, bringing leases in scope of IFRS 16 on balance sheet. GI
contributed GBP0.7m on acquisition, with further lease additions in
the year of GBP1.8m, against which there were depreciation charges
of GBP0.9m resulting in a closing balance at year-end of
GBP3.3m.
Of the GBP1.7m initially recognised, GBP1.5m comprised of leased
buildings, of which GBP0.8m pertained to France and Belgium,
GBP0.5m to the USA and GBP0.2m to the UK. Of the GBP1.8m additions
in the year, GBP1.6m comprised of leased buildings, of which
GBP1.5m pertained to the UK. The closing balance of GBP3.3m was
made up of GBP3.0m leased buildings, GBP0.2m leased cars and
GBP0.1m of other leases. Of this GBP3.3m, GBP1.6m related to France
and Belgium, GBP1.4m to the UK and GBP0.3m to the USA.
Current assets
Trade and other receivables
Trade and other receivables balances are GBP9.9m at the
year-end, an increase of GBP4.9m on the prior year. GBP3.9m of this
increase is attributable to Geomap-Imagis balances (mainly GBP2m of
accounts receivable, GBP1.4m of accrued income and GBP0.2m of
prepayments). Of the remaining GBP1m increase, GBP0.7m relates to
two large customer invoices in the UK billed close to the year-end,
all of which have been collected to date, and GBP0.4m of accrued
income in the USA of which GBP0.3m has been billed since the
year-end and is expected to be collected by H1 FY21.
Cash and cash equivalents
Cash and cash equivalents decreased from GBP6.4m in the prior
year to GBP5.1m. The movement is discussed in the cash flow section
below.
Current liabilities
Bank loans of GBP0.7m were acquired with Geomap-Imagis with
repayments up to the year-end totalling GBP0.1m, and a further loan
of GBP0.6m was obtained by 1Spatial France in the year such that
bank borrowings at year-end total GBP1.2m.
On adoption of IFRS 16 'Leases', the group recognised GBP1.7m of
lease liabilities in relation to leases which had previously been
classified as 'operating leases' under the principles of IAS 17
Leases, bringing leases in scope of IFRS 16 on balance sheet. GI
contributed GBP0.7m on acquisition, with further lease additions in
the year of GBP1.7m and interest costs of GBP0.1m, against which
lease payments of GBP0.9m were made resulting in a closing balance
at year-end of GBP3.3m (GBP1m of which is a due within one year,
with the remainder of GBP2.3m stated within non-current
liabilities).
Of the GBP1.7m initially recognised, GBP1.5m comprised of leased
buildings, of which GBP0.8m pertained to France and Belgium,
GBP0.5m to the USA and GBP0.2m to the UK. Of the GBP1.7m additions
in the year, GBP1.5m comprised of leased buildings, of which
GBP1.5m pertained to the UK. The closing balance of GBP3.3m was
made up of GBP3.0m leased buildings, GBP0.2m leased cars and
GBP0.1m of other leases. Of this GBP3.3m, GBP1.6m related to France
and Belgium, GBP1.4m to the UK and GBP0.3m to the USA.
Trade and other payables balances are GBP11.4m at the year-end,
an increase of GBP3.5m on the prior year. GBP3.5m of this increase
is attributable to Geomap-Imagis balances (mainly GBP0.7m of
accounts payable, GBP1.3m of deferred income, GBP0.2m of accrued
expenses and GBP1.3m of other tax and social security).
Non-current liabilities
Non-current liabilities have increased by GBP5m to GBP5.9m,
comprising GBP1.1m of bank borrowings, GBP2.3m of long-term lease
liabilities on adoption of IFRS 16 'Leases' in the year, GBP0.4m of
deferred consideration relating to the acquisition of
Geomap-Imagis, and an increase of GBP0.7m in the defined benefit
pension obligation. The pension obligation relates to 1Spatial
France and Geomap-Imagis and increased GBP0.8m with the
acquisition.
Share capital and reserves
Share capital, share premium and the merger reserve increased by
GBP3.4m in the year following the placing in May 2019 to raise
funds for part of the purchase of Geomap-Imagis. The equity-settled
employee benefits reserve increased with the share-based payment
charge in the year of GBP0.4m to GBP3.3m.
Cash flow
The Group's cash and cash equivalents balance at the year-end is
GBP5.1m (2019: GBP6.4m). On a net basis, after bank loans it is
GBP3.9m (2019: GBP6.4m). A cash flow bridge is presented below
which reconciles the adjusted* EBITDA to the year-end cash and cash
equivalents balance. This is a different format to the presentation
shown in the Accounts.
The matching of adjusted* EBITDA with cash generation became
less comparable following the adoption of IFRS 16 'Leases'.
Reducing the Group's adjusted* EBITDA of GBP3.2m with IFRS 16 lease
payments results in a GBP2.2m profit which can be broadly compared
to a cash inflow figure of GBP0.8m after adjusting for working
capital movements. This indicates a cash conversion of 36% (2019:
42%) of adjusted* EBITDA after lease payments. Management were
expecting this cash conversion rate to be higher but at the
year-end date the business had some large deals that were only
invoiced in the last month of the year, and also had a lag in trade
receivables collection in the acquisition business GI. The majority
of these receivables have since been collected after the
year-end.
Seasonality exists in the business such that there is
traditionally more cash generation in the second half of the year
compared to the first half of the year. This is evidenced through
the Free Cash Flow (FCF) figure shown below** which was a GBP2.5m
outflow in the first half of the year, and a GBP1m inflow in the
second half of the year. Our business model is starting to change
with more clients requesting regular invoicing which should start
to even out some of the cash flows between the first and second
halves of the year.
2020
GBPm
Adjusted* EBITDA 3.2
Lease payments (interest) - IFRS 16 (0.2)
Lease payments (principal) - IFRS 16 (0.8)
-------------------------------------------------------------- -----
Adjusted* EBITDA after deduction of IFRS 16 lease payments
(noted above) 2.2
Working capital movements (1.4)
-------------------------------------------------------------- -----
Cash inflow before capex, strategic, integration and
other irregular items, interest and tax 0.8
Expenditure on product development and intellectual property
capitalised (2.2)
Expenditure on property, plant and equipment (0.1)
FCF before strategic, integration and other irregular
items, interest and tax** (1.5)
Payments for strategic, integration and other irregular
items (1.3)
Cash outflow after strategic, integration and other irregular
items, before interest and tax (2.8)
Interest and tax net cashflows 0.2
-------------------------------------------------------------- -----
Cash outflow after strategic, integration and other irregular
items, interest and tax (2.6)
Net proceeds of share issue 2.8
Purchase of Geomap-Imagis (4.4)
Cash on acquisition of Geomap-Imagis 2.3
New bank loans 0.7
Repayment of bank loans (0.1)
-------------------------------------------------------------- -----
Net cash outflow (1.3)
Opening cash and cash equivalents 6.4
Closing cash and cash equivalents 5.1
** split between:
H1: 1 February 2019 and 31 July 2019 (2.5)
H2: 1 August 2019 and 31 January 2020 1.0
-------------------------------------------------------------- -----
(1.5)
* Adjusted EBITDA is stated net of certain strategic,
integration, other irregular items and the share-based payment
charge. See note 4 to the Annual Report for further information
Nicole Payne
Chief Financial Officer
Consolidated statement of comprehensive income
For the year ended 31 January 2020
Note 2020 2019
GBP'000 GBP'000
--------------------------------------- ----- --------- ---------
Continuing operations
Revenue 3 23,385 17,624
Cost of sales (11,123) (8,449)
--------------------------------------- ----- --------- ---------
Gross profit 12,262 9,175
Administrative expenses (13,800) (10,803)
--------------------------------------- ----- --------- ---------
(1,538) (1,628)
Adjusted* EBITDA 15 3,226 1,188
Less: depreciation (152) (141)
Less: depreciation on right of
use asset 11 (878) -
Less: amortisation and impairment
of intangible assets 6 (2,169) (1,785)
Less: share-based payment charge (398) (218)
Less: strategic, integration
and other irregular items 4 (1,167) (672)
--------------------------------------- ----- --------- ---------
Operating loss (1,538) (1,628)
Finance income 40 8
Finance costs (235) (199)
--------------------------------------- ----- --------- ---------
Net finance cost (195) (191)
Loss before tax (1,733) (1,819)
Income tax credit 5 248 389
Loss for the year from continuing
operations 3 (1,485) (1,430)
Discontinued operations
Loss for the year from discontinued
operations (attributable to equity
holders of the company) - (270)
Loss for the year attributable
to:
Equity shareholders of the Parent (1,485) (1,700)
(1,485) (1,700)
======================================= ===== ========= =========
Other comprehensive (expense)/income
Items that may subsequently be
reclassified to profit or loss:
Actuarial gains arising on defined
benefit pension, net of tax 40 -
Exchange differences arising
on translation of net assets
of foreign operations (120) 80
Other comprehensive income for
the year, net of tax (80) 80
Total comprehensive loss for
the year (1,565) (1,620)
--------------------------------------- ----- --------- ---------
Total comprehensive loss attributable
to the
equity shareholders of the Parent (1,565) (1,620)
Total comprehensive loss attributable
to the equity
shareholders of the Parent arises
from:
* Continuing operations (1,565) (1,350)
* Discontinued operations - (270)
--------------------------------------- ----- --------- ---------
(1,565) (1,620)
======================================= ===== ========= =========
Note 2020 2019
GBP'000 GBP'000
Loss per ordinary share from
continuing and discontinued operations
attributable to the owners of
the Parent during the year (expressed
in pence per ordinary share):
Basic loss per share (1.37) (1.97)
From continuing operations 15 (1.37) (1.65)
From discontinued operations 15 - (0.31)
Diluted loss per share (1,37) (1.97)
From continuing operations 15 (1.37) (1.65)
From discontinued operations 15 - (0.31)
* Adjusted for strategic, integration, other irregular items
(note 4) and the share-based payment charge.
Consolidated statement of financial position
As at 31 January 2020
Note 2020 2019
GBP'000 GBP'000
-------------------------------------- ----- --------- ---------
Assets
Non-current assets
Intangible assets including goodwill 6 15,560 10,194
Property, plant and equipment 374 285
Right of use assets 11 3,272 -
Total non-current assets 19,206 10,479
-------------------------------------- ----- --------- ---------
Current assets
Trade and other receivables 7 9,930 4,998
Current income tax receivable 233 125
Cash and cash equivalents 8 5,108 6,358
Total current assets 15,271 11,481
-------------------------------------- ----- --------- ---------
Total assets 34,477 21,960
-------------------------------------- ----- --------- ---------
Liabilities
Current liabilities
Bank borrowings 9 (135) -
Trade and other payables 10 (11,439) (7,901)
Lease liabilities 11 (957) -
Deferred consideration 12 (599) -
Total current liabilities (13,130) (7,901)
-------------------------------------- ----- --------- ---------
Non-current liabilities
Bank borrowings 9 (1,086) -
Lease liabilities 11 (2,340) -
Deferred consideration 12 (370) -
Defined benefit pension obligation (1,417) (677)
Deferred tax 13 (679) (192)
Total non-current liabilities (5,892) (869)
-------------------------------------- ----- --------- ---------
Total liabilities (19,022) (8,770)
-------------------------------------- ----- --------- ---------
Net assets 15,455 13,190
====================================== ===== ========= =========
Share capital and reserves
Share capital 14 20,150 18,971
Share premium account 14 30,479 28,661
Own shares held 14 (303) (303)
Equity-settled employee benefits
reserve 3,332 2,934
Merger reserve 16,465 16,030
Reverse acquisition reserve (11,584) (11,584)
Currency translation reserve 184 304
Accumulated losses (42,791) (41,346)
Purchase of non-controlling interest
reserve (477) (477)
-------------------------------------- ----- --------- ---------
Total equity attributable to
shareholders of the Parent 15,455 13,190
Total equity 15,455 13,190
====================================== ===== ========= =========
Consolidated statement of changes in equity
For the year Share Share Own Equity-settled Merger Reverse Currency Purchase of Accumulated Total equity Total
ended 31 capital premium shares employee reserve acquisition translation non-controlling losses attributable equity
January 2020 account held benefits reserve reserve interest to
GBP'000 reserve reserve shareholders
of the
Parent
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- --------
Balance at 1
February 2018 16,705 22,931 (303) 2,716 16,030 (11,584) 224 (477) (39,646) 6,596 6,596
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- --------
Comprehensive
income/(loss)
Loss for the
year - - - - - - - - (1,700) (1,700) (1,700)
Other
comprehensive
income/(loss)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- --------
- - - - - - - - - - -
Exchange
differences
on
translating
foreign
operations - - - - - - 80 - - 80 80
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- --------
Total other
comprehensive
income/(loss) - - - - - - 80 - - 80 80
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- --------
Total
comprehensive
income/(loss) - - - - - - 80 - (1,700) (1,620) (1,620)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- --------
Transactions
with owners
Issue of share
capital, net
of share
issue costs 2,266 5,730 - - - - - - - 7,996 7,996
Recognition of
share-based
payments - - - 218 - - - - - 218 218
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- --------
2,266 5,730 - 218 - - - - - 8,214 8,214
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- --------
Balance at 31
January 2019 18,971 28,661 (303) 2,934 16,030 (11,584) 304 (477) (41,346) 13,190 13,190
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- --------
Comprehensive
loss
Loss for the
year - - - - - - - - (1,485) (1,485) (1,485)
Other
comprehensive
loss
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- --------
Actuarial
gains arising
on defined
benefit
pension - - - - - - - - 40 40 40
Exchange
differences
on
translating
foreign
operations - - - - - - (120) - - (120) (120)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- --------
Total other
comprehensive
(loss)/income - - - - - - (120) - 40 (80) (80)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- --------
Total
comprehensive
loss - - - - - - (120) - (1,445) (1,565) (1,565)
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- --------
Transactions
with owners
Issue of share
capital, net
of share
issue costs
(note 14) 1,179 1,818 - - 435 - - - - 3,432 3,432
Recognition of
share-based
payments - - - 398 - - - - - 398 398
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- --------
1,179 1,818 - 398 435 - - - - 3,830 3,830
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- --------
Balance at 31
January 2020 20,150 30,479 (303) 3,332 16,465 (11,584) 184 (477) (42,791) 15,455 15,455
--------------- -------- -------- ------- --------------- -------- ------------ ------------ ---------------- ------------ ------------- --------
Consolidated statement of cash flows
For the year ended 31 January 2020
Note 2020 2019
GBP'000 GBP'000
Cash flows from operating activities
Cash generated from/(used in) operations (a) 572 (749)
Interest received 40 24
Interest paid (184) (199)
Tax received 313 410
------------------------------------------ -----
Net cash generated from/(used in)
operating activities 741 (514)
------------------------------------------ ----- --------- ---------
Cash flows from investing activities
Acquisition of subsidiary (net
of cash acquired) 12 (2,151) -
Purchase of property, plant and
equipment (132) (94)
Expenditure on product development
and intellectual property capitalised (2,188) (1,300)
Net cash used in investing activities (4,471) (1,394)
------------------------------------------ ----- --------- ---------
Cash flows from financing activities
New borrowings 672 -
Repayment of borrowings (133) -
Repayment of lease obligations 11 (792) -
Net proceeds of share issue 14 2,805 7,996
Net cash generated from financing
activities 2,552 7,996
------------------------------------------ ----- --------- ---------
Net (decrease)/increase in cash
and cash equivalents (1,178) 6,088
Cash and cash equivalents at start
of year 6,358 268
Effects of foreign exchange on
cash and cash equivalents (72) 2
------------------------------------------ ----- --------- ---------
Cash and cash equivalents at end
of year (b) 5,108 6,358
========================================== ===== ========= =========
Cash flows of discontinued operations included above
2020 2019
GBP'000 GBP'000
Net cash used in operating activities - (141)
Total - (141)
--------------------------------------- ---------- ---------
Notes to the consolidated statement of cash flows
(a) Cash generated from/(used in) operations
Note 2020 2019
GBP'000 GBP'000
------------------------------------------- ------ --------- ---------
Loss before tax including discontinued
operations (1,733) (2,085)
Adjustments for:
Finance income (40) -
Finance cost 184 175
Depreciation 1,030 141
Amortisation and impairment of intangible
assets 2,169 1,785
Share-based payment charge 398 218
Net foreign exchange movement 167 (39)
Increase in trade and other receivables (2,377) (184)
Increase/(decrease) in trade and
other payables 702 (656)
Decrease in provisions - (148)
Increase in defined benefit pension
obligation 72 44
Cash generated from/(used in) operations 572 (749)
=================================================== ========= =========
(b) Reconciliation of net cash flow to movement in net funds
2020 2019
GBP'000 GBP'000
-------------------------------------------------------- --------------- ---------
(Decrease)/increase in cash in the year (1,178) 6,088
Changes resulting from cash flows (1,178) 6,088
Net cash inflow in respect of new borrowings (672) -
Change in net funds due to borrowings acquired (731) -
Net cash outflow in respect of borrowings
repaid 133 -
Effect of foreign exchange (23) 2
Change in net funds (2,471) 6,090
Net funds at beginning of year 6,358 268
-------------------------------------------------------- --------------- ---------
Net funds at end of year 3,887 6,358
======================================================== =============== =========
Analysis of net funds
Cash and cash equivalents classified as:
Current assets 5,108 6,358
Bank loans (1,221) -
-------------------------------------------------------- --------------- ---------
Net funds at end of year 3,887 6,358
======================================================== =============== =========
c) Reconciliation of movement in liabilities
from financing activities
Bank borrowings Bank borrowings
and leases and leases
due within due after
1 year 1 year Total
GBP'000 GBP'000 GBP'000
Total debt as at 1 February 2018
and 2019 - - -
Borrowings at 1 February 2019 - - -
Acquired borrowings 147 584 731
New borrowings in the year - 672 672
Repayment of borrowings (133) - (133)
Foreign exchange difference (14) (35) (49)
--------------- --------------- ---------
Borrowings before transfer - 1,221 1,221
Transfer from due after 1 year
and due within 1 year 135 (135) -
--------------- --------------- ---------
Borrowings as at 31 January 2020 135 1,086 1,221
--------------- --------------- ---------
Lease liability adopted at 1
February 2019 627 1,034 1,661
Cash movements:
Lease payments (908) - (908)
Non-cash movements:
Arising through business combinations 10 694 704
Additions in the year 157 1,569 1,726
Interest cost 116 - 116
Foreign exchange difference (2) - (2)
--------------- --------------- ---------
Lease liability before transfer - 3,297 3,297
Transfer from due after one year
to due within one year 957 (957) -
Lease liability as at 31 January
2020 957 2,340 3,297
--------------- --------------- ---------
Total debt as at 31 January 2020 1,092 3,426 4,518
--------------- --------------- ---------
Notes to the financial statements
For the year ended 31 January 2020
1. Basis of preparation
The preliminary information of 1Spatial plc is prepared in
accordance with International Financial Reporting Standards (IFRS)
and IFRS Interpretations Committee (IFRS IC) interpretations as
adopted by the European Union and the Companies Act 2006 applicable
to companies reporting under IFRS, and comply with Article 4 of the
EU IAS Regulation.
The preliminary information has been prepared on the historical
cost basis, except for the revaluation of certain financial
instruments. The Group financial statements are presented in
Sterling and all values are rounded to the nearest thousand pounds
(GBP000) except when otherwise indicated.
The accounting policies adopted in the preparation of the
preliminary information are consistent with those followed in the
preparation of the financial statements for the year ended 31
January 2019, except for leases relating to the year ended 31
January 2020, which are recognised under IFRS 16 'Leases' (refer
note 11). Prior to the year ended 31 January 2020, IAS 17 'Leases'
applied to leases in which a significant portion of the risks and
rewards of ownership were not transferred to the group as lessee
were classified as operating leases. Payments made under operating
leases (net of any incentives received from the lessor) were
charged to profit or loss on a straight-line basis over the period
of the lease. As noted above, the group has changed its accounting
policy for leases where the group is the lessee. The impact of the
change is shown in note 11.
The Group has adopted IFRS 16 "Leases" in these financial
statements using the modified retrospective approach from 1
February 2019 but has not restated comparatives for the prior year
ended 31 January 2019 as permitted under the specific transition
provisions in the standard. The Group has reviewed the requirements
of IFRS 16 and presented the financial information in these
financial statements. On adoption of IFRS 16, the group recognised
lease liabilities in relation to leases which had previously been
classified as 'operating leases' under the principles of IAS 17
'Leases'. These liabilities were measured at the present value of
the remaining unavoidable lease payments, discounted using the
lessee's incremental borrowing rate as of 1 February 2019. The
weighted average lessee's incremental borrowing rate applied to the
lease liabilities on 1 January 2019 was 4.15%.
Following the adoption of IFRS 16 the group has used the
practical expedient permitted by the standards of applying a single
discount rate to a portfolio of leases with reasonably similar
characteristics.
Extension and termination options are in both the UK and French
office building leases. These terms are used to maximise
operational flexibility in terms of managing contracts. In
determining the lease term, management considers all facts and
circumstances that create an economic incentive to exercise an
extension option, or not exercise a termination option. Extension
options are only included in the lease term if the lease is
reasonably certain to be extended. The assessment of whether the
Group is reasonably certain to exercise an extension option is
reviewed if a significant event or a significant change in
circumstances occurs which affects this assessment and is within
the control of the Group.
The results shown for the year ended 31 January 2020 and 31
January 2019 are audited. The consolidated financial information
contained in this announcement does not constitute statutory
accounts within the meaning of Section 434 of the Companies Act
2006. Statutory accounts of the Company in respect of the financial
year ended 31 January 2020 were approved by the Board of directors
on 10 June 2020 and will be delivered to the Registrar of Companies
in due course. The report of the auditors on those accounts was
unqualified and did not contain an emphasis of matter paragraph nor
any statement under Section 498 of the Companies Act 2006.
2. Going concern
Due to the uncertainty created by COVID-19, the decision was
taken to create a working capital model ("COVID-19 budget") focused
on the potential impacts of COVID-19 and the actions that the Board
can take to mitigate those impacts. This uses as its basis
management accounts for the first quarter of trading in FY21, and
the budget for the rest of the FY21 year, rolled out to 30 June
2021 so that a full 12-month period from the date of signing the
FY20 Annual Report and Accounts is considered.
The Group started the current financial year on 1 February 2020
with cash of GBP5.1m and debt of GBP1.2m, giving net cash of
GBP3.9m. Since 1 February 2020, the Group has gained access to
additional financing totalling GBP1.8m and a further GBP0.3m of
financing is due to be received in June 2020.
Whilst trading for the first quarter of the financial year has
been in line with management's expectations, with all existing
customer implementations and contracts progressing to plan and
newly secured contracts progressing as anticipated, the Board's
COVID-19 budget assumes a decline in revenue on the prior year (on
a like-for-like basis, as if the Geomap-Imagis group had been owned
for the full financial year). This assumption is based on the
presumption that whilst the sales pipeline is healthy,
decision-making is likely to be protracted in the current
environment and the timing of new sales is hard to predict.
The COVID-19 budget also assumes little growth in the overall
cost base compared to the prior year and the Board will continually
monitor revenues to ensure costs align to any reduction in revenue
over the period. Pay-rises and discretionary spend have currently
been deferred and the group has a tight handle on all discretionary
spend. Based on this COVID-19 budget, the Board expects there to be
a small overall operating cash inflow during the year to 31 January
2021.
The Board has performed sensitivity analysis on the COVID-19
budget model and concluded that the Group's revenues would need to
fall by more than 35% for the year ending 31 January 2021 for the
Group to run out of resources given the loan facilities in place.
If revenues were to fall at anything like that rate, significant
cost reduction measures would be implemented by the Board well in
advance of June 2021. The revenues to date, recurring revenue and
backlog revenue give the Board confidence that such an extreme
downside scenario is not a realistic outcome.
Following the 31 January 2020 year-end, the Group has taken
advantage of some of the government relief and bank assistance
available e.g. with regards to the deferral of VAT and loan
repayments.
The Board has concluded, after reviewing the work performed and
detailed above, that the Group has adequate resources to continue
in operation for at least 12 months from the date of approval of
the financial statements. Accordingly, they have adopted the going
concern basis in preparing these financial statements.
3. Segmental information
Management has determined the operating segments based on the
reports reviewed by the Board that are used to make strategic
decisions.
The United Kingdom is the home country of the Group. For
management purposes during the year, the Group was organised into
the following operating divisions - Central costs and Geospatial
(1Spatial Group including the UK, Ireland and Australia, 1Spatial
Europe include 1Spatial France, 1Spatial Belgium and the
Geomap-Imagis Group, and 1Spatial Inc.). These divisions are the
basis on which the Group reports its segmental information. The
Geospatial business represents the core 1Spatial business which has
offices in the UK (Cambridge), Ireland, France, Belgium, Tunisia,
Australia and the USA. The Central costs mainly represent costs
associated with 1Spatial plc including costs of the Board of
Directors and other costs which are not specific to any of the
other segments. It also includes costs associated with being an AIM
listed company and other statutory costs including audit fees, as
well as the costs incurred in relation to the disposal of Enables
IT in the prior year.
The Board assesses the performance of the operating segments
based on a measure of adjusted EBITDA. This measurement basis
excludes the effects of strategic, integration and other irregular
items from the operating segments.
The segment information provided to the Board for the reportable
segments is as follows:
Central Geospatial Total
costs GBP'000 GBP'000
31 January 2020 GBP'000
Revenue - 23,385 23,385
Cost of sales - (11,123) (11,123)
----------------------------------------- --------- ----------- ---------
Gross profit - 12,262 12,262
Total administrative expenses (1,826) (11,974) (13,800)
Adjusted EBITDA (1,314) 4,540 3,226
Less: depreciation - (152) (152)
Less: depreciation on right of use
asset - (878) (878)
Less: amortisation and impairment
of intangible assets - (2,169) (2,169)
Less: share-based payment charge (130) (268) (398)
Less: strategic, integration and
other irregular items (382) (785) (1,167)
----------------------------------------- --------- ----------- ---------
Total operating (loss)/profit (1,826) 288 (1,538)
Finance income - 40 40
Finance cost (18) (217) (235)
----------------------------------------- --------- ----------- ---------
Net finance cost (18) (177) (195)
(Loss)/profit before tax (1,844) 111 (1,733)
Tax 26 222 248
----------------------------------------- --------- ----------- ---------
(Loss)/profit for the year (1,818) 333 (1,485)
(Loss)/profit for the year attributable
to:
Equity holders of the Parent (1,818) 333 (1,485)
(1,818) 333 (1,485)
========================================= ========= =========== =========
Central Geospatial Total
costs GBP'000 GBP'000
31 January 2020 GBP'000
Segment assets 427 34,050 34,477
Segment liabilities (1,336) (17,686) (19,022)
---------------------------------- --------- ----------- ---------
Segment net (liabilities)/assets (909) 16,364 15,455
================================== ========= =========== =========
The revenue from external parties reported to the Board is
measured in a manner consistent with that in the statement of
comprehensive income.
The amounts provided to the Board in the year ended 31 January
2020 with respect to total assets and total liabilities are
measured in a manner consistent with that of the financial
statements. Assets are allocated based on the operations of the
segment and the physical location of the asset. Liabilities are
allocated based on the operations of the segment.
Central Geospatial Cloud Total
costs GBP'000 GBP'000 GBP'000
31 January 2019 GBP'000
Revenue - 17,624 - 17,624
Cost of sales - (8,449) - (8,449)
------------------------------------- --------- ----------- --------- ---------
Gross profit - 9,175 - 9,175
Total administrative expenses (1,971) (8,829) (3) (10,803)
Adjusted EBITDA (1,460) 2,651 (3) 1,188
Less: depreciation - (141) - (141)
Less: amortisation and impairment
of intangible assets - (1,785) - (1,785)
Less: share-based payment charge (53) (165) - (218)
Less: strategic, integration
and other irregular items (458) (214) - (672)
------------------------------------- --------- ----------- --------- ---------
Total operating (loss)/profit (1,971) 346 (3) (1,628)
Finance income 4 4 - 8
Finance cost (122) (77) - (199)
------------------------------------- --------- ----------- --------- ---------
Net finance cost (118) (73) - (191)
(Loss)/profit before tax (2,089) 273 (3) (1,819)
Tax - 387 2 389
------------------------------------- --------- ----------- --------- ---------
(Loss)/profit for the year (2,089) 660 (1) (1,430)
Loss for the year from discontinued
operations (163) - (107) (270)
(Loss)/profit for the year
attributable to:
Equity holders of the Parent (2,252) 660 (108) (1,700)
(2,252) 660 (108) (1,700)
===================================== ========= =========== ========= =========
(Loss)/profit for the year
from:
- Continuing operations (2,089) 660 (1) (1,430)
- Discontinued operations (163) - (107) (270)
---------------------------- -------- ---- ------ --------
(2,252) 660 (108) (1,700)
============================ ======== ==== ====== ========
Central Geospatial Cloud Total
costs GBP'000 GBP'000 GBP'000
31 January 2019 GBP'000
Segment assets 3,712 18,146 102 21,960
Segment liabilities (797) (7,938) (35) (8,770)
--------------------- --------- ----------- --------- ---------
Segment net assets 2,915 10,208 67 13,190
===================== ========= =========== ========= =========
The following table provides an analysis of the Group's
non-current assets by location.
2020 2019
GBP'000 GBP'000
United Kingdom (being the Company's country
of domicile) 7,333 5,627
Europe 8,833 2,186
United States 3,007 2,664
Rest of World 33 2
--------- ----------
19,206 10,479
========= ==========
1Spatial Group has no major customer (2019: one) where revenues
exceed 10% of the Group's revenue. In the prior year this related
to a UK major Infrastructure company.
The Group's operations are located in the United Kingdom, Europe
(Ireland, France and Belgium) the United States, Tunisia and
Australia. The following table provides an analysis of the Group's
revenue by geographical destination.
2020 2019
GBP'000 GBP'000
United Kingdom 7,381 7,194
Europe 11,080 6,298
United States 2,250 1,964
Rest of World 2,674 2,168
23,385 17,624
---------------- --------- ---------
The following table provides an analysis of the Group's revenue
by country of domicile, split by whether the revenue is recognised
at a point in time or over time.
2020 2019
GBP'000 GBP'000
United Kingdom 7,793 7,642
At a point in time 1,650 1,139
Over time 6,143 6,503
-------------------- --------- ---------
Europe 11,259 6,325
At a point in time 2,160 1,085
Over time 9,099 5,240
-------------------- --------- ---------
United States 2,250 1,964
At a point in time 864 548
Over time 1,386 1,416
-------------------- --------- ---------
Rest of World 2,083 1,693
At a point in time 915 671
Over time 1,168 1,022
-------------------- --------- ---------
23,385 17,624
==================== ========= =========
The following table provides an analysis of the Group's revenue
by category.
2020 2019
GBP'000 GBP'000
Licences 4,828 2,765
Services* 9,973 7,813
Support and maintenance 8,584 7,038
Products - 8
23,385 17,624
========= =========
*This includes both Professional services revenue and Software
development services.
4. Strategic, integration and other irregular items
In accordance with the Group's policy for strategic, integration
and other irregular items, the following charges were included in
this category for the year:
2020 2019
GBP'000 GBP'000
Costs associated with acquisition of the Geomap-Imagis
Group 206 -
Costs associated with redundancies in relation
to the Geomap-Imagis Group 439 -
Costs associated with integration of the Geomap-Imagis
Group 553 -
Costs associated with corporate transactions
and other strategic costs - 332
Restructuring and redundancy costs - 213
Fees relating to the Employee Share Plan implemented
in the year - 82
Net credits associated with the disposal of
Enables IT Inc. and Enables IT Group Ltd (31) -
Other - 45
Total 1,167 672
======================================================== ========= =========
Costs of GBP0.2m in relation to the acquisition of the
Geomap-Imagis Group comprise due diligence fees and related costs.
Redundancies of GBP0.4m were incurred as a result of the
acquisition of the Geomap-Imagis Group to remove duplicate roles
across the pooled resources of the enlarged group, ensuring that
the appropriate technological and other skills in the team
remaining are aligned with the Group's strategy. Costs of GBP0.6m
were incurred in relation to the integration of the Geomap-Imagis
Group and comprise advisory fees to support the integration and
commence the merger of the enlarged French group.
The Group also incurred the final costs for the disposal of
Enables IT Group Ltd, net of write-backs in relation balances due
from Enables IT Inc. initially written off to strategic,
integration and other irregular items but since received from the
counterparty.
5. Income tax credit
2020 2019
GBP'000 GBP'000
Current tax
UK corporation tax on income for year (212) (156)
Foreign tax (6) 33
Adjustments in respect of prior years 48 (194)
--------------------------------------------------- --------- ---------
Total current tax (170) (317)
--------------------------------------------------- --------- ---------
Deferred tax (note 13)
Origination and reversal in temporary differences (78) (195)
Adjustments in respect of prior years - 123
Total deferred tax (78) (72)
--------------------------------------------------- --------- ---------
Total tax credit (248) (389)
--------------------------------------------------- --------- ---------
Factors affecting the tax credit for the year:
The tax credit for the year is lower (2019: lower) than the
standard rate of corporation tax in the UK. The differences are
explained below:
2020 2019
GBP'000 GBP'000
Loss on ordinary activities before tax (1,733) (1,819)
----------------------------------------------------- --------- ---------
(1,733) (1,819)
----------------------------------------------------- --------- ---------
Loss on ordinary activities before tax multiplied
by the effective rate of corporation tax in the
UK of 19% (2019: 19%) (330) (346)
Effect of:
Expenses not deductible for tax purposes 157 114
Adjustment in respect of R&D tax credits (153) -
Effect of movement in deferred tax rate (80) -
Utilisation of losses not previously recognised
for tax purposes (19) -
Deferred tax not recognised on losses carried
forward 20 -
Adjustments to deferred tax in respect of prior
periods 12 47
Adjustments in respect of prior years 48 (71)
Recognition of deferred tax asset not previously
recognised (26) (125)
Differences in tax rates applicable to overseas
subsidiaries 123 (8)
----------------------------------------------------- --------- ---------
Total credit for year (248) (389)
----------------------------------------------------- --------- ---------
The adjustment in respect of prior years arose due to the Group
over-estimating the R&D tax credit in relation to the period
ending 31 January 2019.
A change to the UK corporation tax rate was substantively
enacted as part of the Finance Bill 2016 (on 7 September 2016). The
change included the reduction in the main rate of UK corporation
tax to 17% with effect from 1 April 2020. As such, the relevant
deferred tax balances have been measured at 17% for the current
year-end, being the tax rate enacted by the reporting date (2019:
17%). A Budget resolution was passed on 17 March 2020 under the
Provisional Collection of Taxes Act 1968 which substantially
enacted the main rate of UK corporation tax as 19% with effect from
1 April 2020. In the Spring Budget 2020, the Government announced
that from 1 April 2020 the corporation tax rate would remain at 19%
(rather than reducing to 17%, as previously enacted). This new law
was substantively enacted on 17 March 2020. As the proposal to keep
the rate at 19% had not been substantively enacted at the balance
sheet date, its effects are not included in these financial
statements. However, it is likely that the overall effect of the
change, had it been substantively enacted by the balance sheet
date, would be to reduce the tax credit for the period by GBP18,000
and to reduce the deferred tax asset by GBP42,000.
6. Intangible assets including goodwill
Goodwill Brands Customers Software Development Website Intellectual Total
and costs costs property
related
contracts
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
At 1 February
2019 16,161 232 2,843 4,421 15,012 30 66 38,765
Arising on
acquisition 1,338 226 1,847 2,164 - - - 5,575
Additions - - - - 2,188 - - 2,188
Effect of foreign
exchange (208) (6) (111) (98) (268) - - (691)
---------------------
At 31 January
2020 17,291 452 4,579 6,487 16,932 30 66 45,837
--------------------- --------- --------- ----------- --------- ------------ --------- ------------- ---------
Accumulated
impairment
and amortisation
At 1 February
2019 11,533 165 2,754 3,850 10,232 30 7 28,571
Amortisation - 40 433 385 1,197 - 3 2,058
Impairment - - - - 111 - - 111
Effect of foreign
exchange (170) (1) (74) (50) (166) - (2) (463)
At 31 January
2020 11,363 204 3,113 4,185 11,374 30 8 30,277
--------------------- --------- --------- ----------- --------- ------------ --------- ------------- ---------
Net book amount
at
31 January 2020 5,928 248 1,466 2,302 5,558 - 58 15,560
===================== ========= ========= =========== ========= ============ ========= ============= =========
The net book amount of development costs includes GBP5,558,000
(2019: GBP4,780,000) internally generated capitalised software
development costs that meet the definition of an intangible asset.
The amortisation charge of GBP2,058,000 (2019: GBP1,785,000) is
included in the administrative expenses in the statement of
comprehensive income.
Included in the Development costs of 1Spatial France and
1Spatial Belgium are costs relating to a GIS "kernel" (core
platform) element and costs relating to a "business applications"
element, totalling GBP1.7 million. We expect that over an extended
period of many years, our French and Belgian businesses, and their
customers will gradually migrate from our current GIS platform to
the Esri platform. Over that period, costs involved in maintaining
and promoting our GIS platform are expected to decline at a more
rapid rate than the decline in revenues (predominantly maintenance
revenues). Impairment tests have been performed to assess the
carrying values of the GIS kernel and business applications
development cost.
The key assumptions used in the value in use calculations were
the pre-tax discount rate applied (16.8%) and growth assumptions.
1Spatial France and 1Spatial Belgium have forecast sales and
corresponding costs in relation to the GIS kernel and business
applications for the year ending 31 January 2021 to decrease by 4%
and 22% respectively. One of the main assumptions used in
calculating this CGU's value in use is the annual decrease in the
revenue and related staff costs of the GIS kernel, which have both
been forecast to decrease by 3% per year. An impairment to the
1Spatial France and 1Spatial Belgium GIS kernel of GBP33,000 would
arise if the annual decrease applied in the revenue assumptions was
7% and if the annual decrease applied in the related staff cost
assumptions was 5%.
Goodwill Brands Customers Software Development Website Intellectual Total
and costs costs property
related
contracts
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
At 1 February
2018 16,008 232 2,847 4,420 13,737 30 51 37,325
Additions - - - - 1,285 - 15 1,300
Effect of foreign
exchange 153 - (4) 1 (10) - - 140
---------------------
At 31 January
2019 16,161 232 2,843 4,421 15,012 30 66 38,765
--------------------- --------- --------- ----------- --------- ------------ --------- ------------- ---------
Accumulated
impairment
and amortisation
At 1 February
2018 11,511 142 2,582 3,625 8,893 30 2 26,785
Amortisation - 23 176 228 1,353 - 5 1,785
Effect of foreign
exchange 22 - (4) (3) (14) - - 1
At 31 January
2019 11,533 165 2,754 3,850 10,232 30 7 28,571
--------------------- --------- --------- ----------- --------- ------------ --------- ------------- ---------
Net book amount
at
31 January 2019 4,628 67 89 571 4,780 - 59 10,194
===================== ========= ========= =========== ========= ============ ========= ============= =========
Impairment tests for goodwill
Goodwill is allocated to the Group's cash-generating units
(CGUs). The basis of the allocation is made to those CGUs that are
expected to benefit from the business combination in which the
goodwill arose, identified according to operating segment. The
1Spatial CGU incorporates our UK, Irish, US and Australian
operations, and the 1Spatial Europe CGU incorporates our French
(1Spatial France and the Geomap-Imagis Group from FY20) and Belgian
operations. Although both of these CGUs are in the Geospatial
segment, they use different technologies and generate largely
independent cash flows. A summary of the goodwill allocation is
presented below.
2020 2019
1Spatial 1Spatial Total 1Spatial 1Spatial Total
GBP'000 Europe GBP'000 GBP'000 France GBP'000
GBP'000 / Belgium
Goodwill GBP'000
Opening carrying value 4,624 4 4,628 4,493 4 4,497
Arising on acquisition - 1,338 1,338 - - -
Effect of foreign exchange (5) (33) (38) 131 - 131
Closing carrying value 4,619 1,309 5,928 4,624 4 4,628
========= ========= ========= ========= =========== =========
Basis for calculation of recoverable amount
The Group has prepared, and formally approved, a five-year plan
for each CGU. The detailed plan put together by the management team
and the Board makes estimates for revenue and gross profit
expectations. This is from both contracted and pipeline revenue
streams. It also takes account of historical success of winning new
work and has been prepared in accordance with IAS 36, 'Impairment
of Assets'.
The key assumptions used in the value in use calculations were
the pre-tax discount rates applied (17.1% for the 1Spatial CGU and
16.8% for the 1Spatial Europe CGU) and the growth assumptions for
each CGU. In the 1Spatial CGU, growth in sales and corresponding
costs for the year ending 31 January 2021 has been forecast at 14%
and 12% respectively. Growth is forecast at 8% for the following
three years, 5% in year four and 2% thereafter. The 1Spatial Europe
CGU has forecast growth in sales and corresponding costs for the
year ending 31 January 2021 of 8% and 15% respectively. Growth is
forecast at 6% for the following three years, 4% in year four and
2% thereafter.
The rates used in the above assumptions are consistent with
management's knowledge of the industry and strategic plans going
forward. The assumptions noted above have been given in terms of
revenue and overhead percentage growth. For 2021 and subsequent
years, the assumption has been provided in terms of growth on the
prior year EBIT. The terminal growth rate of 2% does not exceed the
long-term growth rate for the business in which the CGUs operate.
Discount rates used are pre-tax and reflect specific risks relating
to the relevant segments. The forecasts are most sensitive to
changes in revenue and overhead assumptions (taken together as the
EBIT). However, there are no major changes to the key assumptions
which would cause the goodwill associated with any of the CGUs to
be impaired.
There would have to be a reduction in forecast EBIT margin by
22% in the year ended 31 January 2021 for the headroom to be
removed on the 1Spatial CGU.
There would have to be a reduction in forecast EBIT margin by
14% in the year ended 31 January 2021 for the headroom to be
removed on 1Spatial Europe.
7. Trade and other receivables
2020 2019
Current GBP'000 GBP'000
Trade receivables 5,012 2,545
Less: provision for impairment of trade receivables (68) (13)
----------------------------------------------------- --------- ---------
4,944 2,532
Other taxes and social security - 102
Other receivables 1,431 1,106
Prepayments and accrued income 3,555 1,258
9,930 4,998
----------------------------------------------------- --------- ---------
Below is a reconciliation of the movement in accrued income:
Total
GBP'000
At 1 February 2019 704
Arising on acquisition 1,006
Revenue accrued in the
year 8,514
Accrued revenue invoiced
in the year (7,538)
Foreign exchange difference (73)
At 31 January 2020 2,613
----------------------------- ---------
The fair value of the Group's trade receivables and other
receivables is the same as its book value stated above. No interest
is charged on overdue receivables.
At 31 January 2020, trade receivables of GBP3,681,000 (2019:
GBP1,844,000) were fully performing. The Group has provided fully
for all receivables which are not considered recoverable. Before
accepting any new customer, the Group assesses the potential
customer's credit quality and defines credit limits by
customer.
At 31 January 2020, trade receivables of GBP1,262,000 (2019:
GBP683,000) were past due but not impaired. The ageing analysis of
these customers is set out below. There has been no change in the
credit quality of these balances; they relate to customers where
there is no history of default and are still considered fully
recoverable.
2020 2019
GBP'000 GBP'000
Up to 3 months overdue 997 510
3 to 6 months overdue 87 80
6 to 12 months overdue 123 63
> 12 months overdue 55 30
------------------------
1,262 683
------------------------ --------- ---------
As of 31 January 2020, trade receivables of GBP68,000 were
impaired (2019: GBP13,000) and provided for.
The ageing of these receivables is as follows:
2020 2019
GBP'000 GBP'000
Up to 3 months overdue 1 -
3 to 6 months overdue - -
6 to 12 months overdue - -
> 12 months 67 13
68 13
------------------------ --------- ---------
Movements on the Group provision for impairment of trade
receivables are as follows:
2020 2019
GBP'000 GBP'000
At 1 February 13 38
Created on acquisition 55 -
Utilisation of provision - (25)
At 31 January 68 13
-------------------------- --------- ---------
The creation of the provision for impaired receivables has been
included in goodwill on the balance sheet.
The other classes within trade and other receivables do not
contain impaired assets and the Group expects to recover these in
full. There are no financial assets whose terms have been
renegotiated that would otherwise be past due or impaired.
The maximum exposure to credit risk at the reporting date is the
carrying value of each class of receivable noted above The Group
does not hold any collateral as security.
8. Cash and cash equivalents
2020 2019
GBP'000 GBP'000
Cash at bank and in hand 5,108 6,358
5,108 6,358
-------------------------- --------- ---------
The fair value of the Group's cash and cash equivalents is the
same as its book value stated above.
9. Bank borrowings
2020 2019
GBP'000 GBP'000
Current bank borrowings 135 -
Non-current bank borrowings 1,086 -
1,221 -
---------------------------- --------- ---------
10. Trade and other payables
Current
2020 2019
GBP'000 GBP'000
Trade payables 2,143 1,439
Other taxation and social security 2,477 1,766
Other payables 996 441
Accrued liabilities 905 621
Deferred income 4,918 3,634
11,439 7,901
------------------------------------ --------- ---------
The Directors consider that the book value of trade payables,
taxation, other payables, accrued liabilities and deferred income
approximates to their fair value at the reporting date.
Below is a reconciliation of the movement in deferred
income:
Total
GBP'000
At 1 February 2019 3,634
Arising on acquisition 568
Revenue deferred in the
year 16,757
Revenue recognised in
the year (15,796)
Foreign exchange difference (245)
At 31 January 2020 4,918
----------------------------- ---------
11. Leases under IFRS 16
This note reconciles the Group's previously disclosed operating
lease commitments as at 31 January 2019 to the lease liability
recognised on 1 February 2019 on adoption of IFRS 16:
1 February
2019
GBP'000
Operating lease commitments as at 31 January 2019 840
Office lease extensions that existed at 31 January
2019, not included in the amount above 890
---------------------------------------------------- -----------
Total operating lease commitments as at 31 January
2019 1,730
---------------------------------------------------- -----------
Discounted leases using the group borrowing rate
as at 1 Feb 2019 1,661
---------------------------------------------------- -----------
1 February
2019
GBP'000
Current lease liabilities 627
Non-current lease liabilities 1,034
1,661
------------------------------- -----------
The change in accounting policy altered specific items in the
balance sheet on 1 February 2019 as shown below:
-- Right of use assets - increased by GBP1,661,000
-- Lease liabilities - increased by GBP1,661,000
Prior to the current year, leases were classified as either
operating or finance leases. From 1 February 2019, leases are
recognised as a right to use asset with a corresponding liability.
Assets and liabilities are initially measured at the present value
at the initial date using the implied company rate.
Right of use assets GBP'000
At 1 February 2019 1,661
Arising on acquisition 704
Additions during the year 1,760
Depreciation (878)
Foreign exchange difference 25
At 31 January 2020 3,272
----------------------------- --------
31 January 1 February
2020 2019
GBP'000 GBP'000
Buildings 3,004 1,466
Cars 221 168
Others 47 27
3,272 1,661
----------- ----------- -----------
Lease liabilities GBP'000
At 1 February 2019 1,661
Arising on acquisition 704
Additions during the year 1,726
Interest cost 116
Cash paid (908)
Foreign exchange difference (2)
At 31 January 2020 3,297
----------------------------- --------
31 January 1 February
2020 2019
GBP'000 GBP'000
Current 957 627
Non-current 2,340 1,034
3,297 1,661
------------- ----------- -----------
Amounts recognised in profit or loss:
2020 2019
Depreciation charge of right of use assets GBP'000 GBP'000
Buildings 759 -
Cars 92 -
Others 27 -
878 -
------------------------------------------- --------- ---------
The Group has committed to two leases that do not commence until
1 June 2020 and therefore have not been included on the balance
sheet. These are office building leases, one in France and one in
Tunisia, that have a cash outflow of GBP334,000, spread evenly and
paid monthly, over 3 years from 1 June 2020 until 31 May 2023.
12. Business combinations
2020
On 7 May 2019, the Company entered into two share purchase
agreements (each a "SPA") to acquire the entire issued share
capital of Geomap-Imagis Participations ("Geomap-Imagis") (the
"Acquisition"), for a total consideration of EUR7.0m (the
"Consideration").
The first SPA, between 1Spatial plc, its wholly owned subsidiary
1Spatial France SAS ("1Spatial France"), and certain individual
shareholders (the "Majority Vendors"), relates to 80 per cent. of
the voting rights of Geomap-Imagis (the "Majority SPA") and the
second SPA, between 1Spatial France and Esri France, relates to the
remaining 20 per cent. of the voting rights of Geomap-Imagis (the
"Esri SPA"). The SPAs have been entered into concurrently and are
inter-conditional.
Under the terms of the Majority SPA, the Group shall pay to the
Majority Vendors total consideration of EUR5,600,136, of which
EUR4,433,137 is to be satisfied in cash (the "Majority Cash
Consideration") by 1Spatial France with the balance of EUR1,166,999
to be satisfied by the issue by 1Spatial plc of new ordinary shares
in the capital of the Company (the "Consideration Shares").
Of the Majority Cash Consideration, EUR4,024,135 was paid by
1Spatial France to the Majority Vendors upon completion of the
Acquisition ("Completion"), with the balance of EUR409,002 to be
held in escrow until the first anniversary of Completion.
Of the consideration to be satisfied by the issue of the
Consideration Shares, EUR726,459 was satisfied upon Completion and
the balance of EUR440,540 will be satisfied on 30 March 2023.
Accordingly, the Company has issued 1,902,686 new ordinary shares
(the "Initial Consideration Shares") at an effective price of 32.68
pence per Initial Consideration Share. The Initial Consideration
Shares are subject to a lock up obligation until 31 December
2021.
Under the terms of the Esri SPA, 1Spatial France shall pay cash
consideration of EUR1.4 million; half upon Completion (the "First
Instalment") and half no later than 13 months following the
Completion date (the "Second Instalment"). 1Spatial has granted a
guarantee to Esri France to secure the payment of the Second
Instalment.
Alongside and in conjunction with the Acquisition, 1Spatial
France and 1Spatial Belgium ("1Spatial Europe") have entered into a
new partnership agreement with Esri Inc. ("Esri") (the "Partnership
Agreement"). The combination of the Partnership Agreement and
Acquisition is expected to significantly benefit the Company's
existing European customers in providing them with access to Esri's
market leading global GIS platform.
In addition to being immediately earnings enhancing, the
Acquisition offers a combination of specialised vertical business
applications and significant know-how in the Group's target
sectors, which can be delivered through the combination of 1Spatial
Europe and Geomap-Imagis.
GBP'000
Majority Cash Consideration - on completion (EUR4,433,137) 3,823
Initial Consideration Shares - on completion (EUR726,459) 626
Deferred Consideration Shares - to be issued on 30
March 2023 (EUR440,540) 380
Majority SPA total consideration 4,829
Cash Consideration - First Instalment - on completion
(EUR700,000) 604
Deferred cash consideration - Second Instalment 13
months following completion (EUR711,375) 613
Esri SPA total consideration 1,217
Total purchase consideration 6,046
------------------------------------------------------------ --------
Fair values of assets and liabilities at
the date of acquisition: GBP'000 GBP'000
Intangible assets comprising: 4,237
* Software 2,164
* Order backlog 496
* Customer relationships 1,351
* Brands 226
Property, plant and equipment 147
Right of use assets 704
Indemnification asset 154
Cash and cash equivalents 2,276
Trade and other receivables 2,635
Corporation tax asset 212
Borrowings (731)
Trade and other payables (2,909)
Lease liabilities (704)
Defined benefit pension obligation (751)
Deferred tax liabilities (562)
Total identifiable net assets 4,708
------------------------------------------ -------- --------
Goodwill 1,338
--------------------- ------
Total consideration 6,046
--------------------- ------
Satisfied by:
- Majority Cash Consideration - on completion (EUR4,433,137) 3,823
- Cash Consideration - First Instalment - on completion
(EUR700,000) 604
- Deferred cash consideration - Second Instalment
13 months following completion (EUR711,375) 613
- Equity instruments - on completion (1,902,686 ordinary
shares of 1Spatial plc) 626
- Equity instruments (ordinary shares of 1Spatial
plc to the value of EUR440,540) 380
-------------------------------------------------------------- --------
Total consideration transferred 6,046
-------------------------------------------------------------- --------
Cash consideration on completion 4,427
Less: cash and cash equivalents acquired (2,276)
Net cash outflow arising on completion 2,151
Deferred cash consideration 613
Net cash purchase consideration 2,764
-------------------------------------------------------------- --------
Acquisition-related costs (included within Strategic,
integration and other irregular items) amount to of GBP206,000.
The Geomap-Imagis group contributed GBP1,162,000 revenue and
GBP568,000 to the Group's loss for the year between the acquisition
date and the balance sheet date.
If the acquisition of the Geomap-Imagis group had been completed
on the first day of the financial year, group revenues for the
period would have been GBP24,547,000 and the group loss would have
been GBP2,053,000.
13. Deferred tax
The following are the major deferred tax liabilities and
(assets) recognised by the Group and movements thereon during the
current year and prior reporting years.
Property, Other
plant Accelerated temporary
and equipment Tax losses tax depreciation Intangibles differences Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 February
2018 - (426) 30 660 - 264
Deferred tax
charge/(credit)
for year in profit
or loss - 21 (8) (74) (11) (72)
At 31 January
2019 - (405) 22 586 (11) 192
Acquired in the
year - (310) - 1,059 (188) 561
Deferred tax
(credit)/charge
for year in profit
or loss - 100 (22) (149) (7) (78)
DT charge/(credit)
OCI - - - - 23 23
Foreign exchange
difference - - - (20) 1 (19)
At 31 January
2020 - (615) - 1,476 (182) 679
--------------------------- ---------------- ----------- ------------------ ------------ ------------- ---------
Deferred income tax assets are recognised against tax loss
carry-forwards to the extent that the realisation of the related
tax benefit through future taxable benefits is probable. The Group
did not recognise deferred tax assets of GBP3,859,000 (2019:
GBP2,949,000) in respect to losses amounting to GBP18,442,000
(2019: GBP14,771,000) that can be carried forward against future
taxable income, on the grounds that their utilisation is not
probable.
The deferred tax balance is analysed as follows:
Deferred tax Deferred tax Total
asset liability GBP'000
GBP'000 GBP'000
Recoverable within 12 months - 306 306
Recoverable after 12 months - 1,170 1,170
Settled within 12 months (44) - (44)
Settled after 12 months (753) - (753)
------------------------------ ------------- ------------- ---------
(797) 1,476 679
------------------------------ ------------- ------------- ---------
14. Share capital, share premium account and own shares held
2020 2019
Allotted and fully paid Number Number
Ordinary shares of 10p each 110,805,795 99,031,889
Deferred shares of 4p each 226,699,878 226,699,878
Rights of shares
Ordinary shares
The ordinary shares all rank pari passu, have the right to participate
in dividends and other distributions made by the Company, and
to receive notice of, attend and vote at every general meeting
of the Company. On liquidation, ordinary shareholders are entitled
to participate in the assets available for distribution pro rata
to the amount credited as paid up on such shares (excluding any
premium).
Deferred shares
The deferred shares do not carry voting rights or a right to
receive a dividend. The holders of deferred shares will not have
the right to receive notice of any general meeting of the Company,
nor have any right to attend, speak or vote at any such meeting.
The deferred shares will also be incapable of transfer (other
than to the Company). In addition, holders of deferred shares
will only be entitled to a payment on a return of capital or
on a winding up of the Company after each of the holders of ordinary
shares has received a payment of GBP1,000,000 in respect of each
ordinary share. Accordingly, the deferred shares will have no
economic value. No application will be made for the deferred
shares to be admitted to trading on AIM nor to trading on any
other stock or investment exchange.
Number Allotted, Share Own shares
of shares called premium held
up and account GBP'000
fully GBP'000
paid shares
GBP'000
At 1 February 2018 303,065,092 16,705 22,931 (303)
----------------------- -------------- -------------- ---------- ------------
Issue of shares 22,666,675 2,266 6,234 -
Share issue costs - - (504) -
At 31 January 2019 325,731,767 18,971 28,661 (303)
----------------------- -------------- -------------- ---------- ------------
Issue of shares 11,773,906 1,179 2,119 -
Share issue costs - - (301) -
----------------------- -------------- -------------- ---------- ------------
At 31 January 2020 337,505,673 20,150 30,479 (303)
----------------------- -------------- -------------- ---------- ------------
Of the 11,773,906 issued shares in the year relating to the
Geomap-Imagis acquisition, 9,871,220 were issued for cash which
increased share capital by GBP987,000 and share premium by
GBP2,119,000 before share issue costs of GBP301,000. The remaining
1,902,686 were issued through acquisition of shares which increased
share capital by GBP192,000 and increased the merger reserve by
GBP435,000.
Own shares
As a result of the disposal of Avisen (Pty) SA Limited on 14
July 2010, 3,500,000 shares with a nominal value of 5p each were
purchased and held in treasury. The consideration paid was
GBP306,000. On 28 November 2011, the Company sub-divided its
existing share capital of 5p shares into 1p ordinary shares and 4p
deferred shares. 303,644 shares were used to satisfy the exercise
of share options by an employee in the year to 31 January 2017. At
31 January 2018 the Group had 3,196,356 ordinary shares of 1p and
3,500,000 deferred shares of 4p. Following the share consolidation
in August 2018 the Group had 319,635 ordinary shares of 10p and
3,500,000 deferred shares of 4p.
15. Earnings/(loss) per ordinary share
Basic (loss)/profit per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year.
2020 2019
GBP'000 GBP'000
Loss attributable to equity shareholders
of the Parent (1,485) (1,700)
Less loss from discontinued operations - 2 70
------------------------------------------------------- -------------------- --------------------
Loss from continuing operations (1,485) (1,430)
Adjustments:
Income tax credit (248) (389)
Net finance cost 195 191
Depreciation 1,030 141
Amortisation and impairment of intangible
assets 2,169 1,785
Share-based payment charge 398 218
Strategic, integration and other irregular
items 1,167 672
Adjusted EBITDA from continuing operations 3,226 1,188
------------------------------------------------------- -------------------- --------------------
2020 2019
Number Number
000s 000s
Basic weighted average number of ordinary
shares 108,438 86,425
Impact of share options 1,743 -
-------------------------------------------------------- ------------------- -------------------
Diluted weighted average number of ordinary
shares 110,181 86,425
-------------------------------------------------------- ------------------- -------------------
2020 2019
Pence Pence
Basic loss per share (1.37) (1.97)
- from continuing operations (1.37) (1.65)
- from discontinued operations - (0.31)
Diluted loss per share (1.37) (1.97)
- from continuing operations (1.37) (1.65)
- from discontinued operations - (0.31)
Basic adjusted EBITDA per share 2.97 1.06
- from continuing operations 2.97 1.37
- from discontinued operations - (0.31)
Diluted adjusted EBITDA per share 2.93 1.06
- from continuing operations 2.93 1.37
- from discontinued operations - (0.31)
Basic loss per share and diluted loss per share are the same
because the options are anti-dilutive. Therefore, they have been
excluded from the calculation of diluted weighted average number of
ordinary shares. They become dilutive for basic adjusted EBITDA per
share and are therefore included in the calculation of diluted
weighted average number of ordinary shares.
16. Post balance sheet events
COVID-19
On 30 January 2020, the World Health Organisation (WHO) declared
the outbreak of coronavirus to be a public health emergency of
international concern, and on 11 February 2020 it named the new
coronavirus disease COVID-19. Given the levels of spread and
severity, by 11 March 2020, the WHO had announced that COVID-19 was
a global pandemic,
An assessment was made, throughout the Group's operations in the
UK, Ireland, USA, France, Belgium, Tunisia and Australia, of the
timing and impact of travel restrictions, quarantines and
lockdowns, closure of businesses and schools, and government
support initiatives in response to COVID-19 on our staff,
customers, suppliers.
Based on this assessment, COVID-19 has been considered a
non-adjusting event (indicative of conditions that arose after the
balance sheet date) and has not affected the recognition and
measurement of assets and liabilities in these financial
statements
However; due to the uncertainty created by COVID-19, the
decision was taken to create a working capital model ("COVID-19
budget") focused on the potential impacts of COVID-19 and the
actions that the Board can take to mitigate those impacts. The
Board has concluded, based on the COVID-19 budget and sensitivity
analysis performed, as well as on the government assistance and
bank loans obtained after 31 January 2020 (see below), that the
Group has adequate resources to continue in operation for at least
12 months from the date of approval of the financial statements.
Accordingly, they have adopted the going concern basis in preparing
these financial statements.
Government assistance
In April 2020, 1Spatial Inc. received a loan of $338,000 as part
of the Small Business Administration (SBA) Paycheck Protection
Program, designed to provide an indirect incentive for small
businesses to keep their workers on the payroll. The SBA will
forgive loans if all employees are kept on the payroll for eight
weeks and the money is used for payroll, rent, or utilities.
Bank loans
In March 2020, 1Spatial France SAS drew down the EUR1,000,000
bank loan from Le Credit Lyonnais that it had secured in August
2019, to provide additional working capital after the onset of the
COVID-19 pandemic. The loan is for a duration of 4 years and 9
months, at a fixed rate of interest of 1.3% per year (increased to
1.89% including insurance and warranty fees) and paid quarterly.
The loan is repayable in 16 quarterly instalments, commencing in
May 2020. Repayment of the loan was deferred in light of the
COVID-19 pandemic so that the final instalment is due a quarter
later than initially required, in August 2024.
Further state-guaranteed credit lines of EUR500,000 and
EUR150,000 have been secured by Geomap-Imagis SAS and 1Spatial
France SAS respectively, and a further EUR350,000 is in the process
of being secured by 1Spatial France SAS. These credit lines are
interest-free and are for a duration of one year. After a year has
elapsed, Geomap-Imagis SAS and 1Spatial France SAS have the option
to repay the amount with a nominal guarantee fee, or to convert the
credit line to a loan.
17. Availability of annual report and financial statements
Copies of the Company's full annual report and financial
statements are expected to be posted to shareholders in due course
and, once posted, will also be made available to download from the
Company's website at www.1spatial.com .
1Spatial plc is registered in England and Wales with registered
number 5429800. The registered office is c/o Tennyson House,
Cambridge Business Park, Cambridge, Cambridgeshire, CB4 0WZ.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR KBLFFBQLLBBK
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